Common use of Completion Clause in Contracts

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee Assignee/Bank simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee Assignee/Bank being satisfied with the conditions if any imposed (otherwise the Assignee Assignee/Bank may terminate the sale under Clause 9) Then then the Assignee Assignee/Bank will execute an assignment (in form and substance acceptable to the Assignee/Bank) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Assignee/Bank shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Assignee/Bank shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee Assignee/Bank shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee Assignee/Bank nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank Assignee is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Assignee and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ billings are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) which includes the balance SST by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ “Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii. if goods and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the goods and services tax, currently at 6% of the Purchase Price, shall be deposited by way of bank draft or cashier's order crossed "A/C PAYEE ONLY" made payable to OCBC BANK (MALAYSIA) BERHAD; and ii) A iii. a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 Code (Revised 2020) in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmenttaxes, service/maintenance chargesrates, sinking fund including the late penalty interest (if any) assessment, fees, bills, charges and outgoings which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be deducted from the purchase money price upon receipt of the Balance sum, provided that the Assignee/Bank is Sum. The Purchaser shall pay such arrears (if any) in receipt of the itemized billing for Quit Rent, Assessment bills issued by the advance to any relevant authority and or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleDeveloper or Proprietor or relevant third parties. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are Purchaser is not submitted within entitled to deduct the stipulated ninety payment(s) towards the arrears (90if any) days from the auction date, any subsequent claims Balance Sum. Due apportionment and reimbursement for the payments (if any) made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at towards the date of auction sale not specified in Clause 7(c) (including but not limited to water billsarrears shall only be made after the Assignee has received the Balance Sum and for this purpose, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) Purchaser shall not be borne by the Assignee/Bankproduce receipts evidencing payment. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC ▇▇-▇▇▇▇ BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank Assignee is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Assignee and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC ▇▇-▇▇▇▇ BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the PurchaserPurchaser , failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii. if goods and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the goods and services tax, currently at 6% of the Purchase Price, shall be deposited by way of bank draft or cashier's order crossed "A/C PAYEE ONLY" made payable to OCBC BANK (MALAYSIA) BERHAD; and ii) A iii. a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 Code (Revised 2020) in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s Purchaser‟s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmenttaxes, service/maintenance chargesrates, sinking fund including the late penalty interest (if any) assessment, fees, bills, charges and outgoings which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be deducted from the purchase money price upon receipt of the Balance sum, provided that the Assignee/Bank is Sum. The Purchaser shall pay such arrears (if any) in receipt of the itemized billing for Quit Rent, Assessment bills issued by the advance to any relevant authority and or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleDeveloper or Proprietor or relevant third parties. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are Purchaser is not submitted within entitled to deduct the stipulated ninety payment(s) towards the arrears (90if any) days from the auction date, any subsequent claims Balance Sum. Due apportionment and reimbursement for the payments (if any) made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at towards the date of auction sale not specified in Clause 7(c) (including but not limited to water billsarrears shall only be made after the Assignee has received the Balance Sum and for this purpose, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) Purchaser shall not be borne by the Assignee/Bankproduce receipts evidencing payment. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 15.1 The Company must give not less than 7 Business Days notice in writing to the date of State's Nominated Representative that the auction sale (“Payment Due Date”)Company anticipates that the Temporary Casino, the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicableTemporary Casino Complex, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer Melbourne Casino or the Proprietor (Melbourne Casino Complex, as the case may be). The transfer , ("Relevant Works") will be Completed on the date specified in the notice. 15.2 On the date agreed between the Company and the State's Nominated Representative (and if no date is agreed, then on the date specified in the Company' s notice under clause 15.1) the State's Nominated Representative must inspect the Relevant Works and consider all matters relevant to the Completion of the Property Relevant Works. 15.3 If the State's Nominated Representative is of the opinion that the Relevant Works are not Completed, the State's Nominated Representative must within 10 Business Days of the inspection under clause 15.2 give notice to the Company of this opinion and state in that notice the reason or reasons why the State's Nominated Representative is of this opinion. 15.4 If the State's Nominated Representative is of the opinion that the Relevant Works are Completed, the State's Nominated Representative must within 10 Business Days of the inspection under clause 15.2 issue a certificate to the Company stating the date on which it believes those Relevant Works reached Completion and those Relevant Works shall, for the purpose of this document, be taken to have been Completed on that date. 15.5 Upon receipt of a notice from the Developer or Proprietor (State's Nominated Representative under clause 15.3, the Company must immediately attend to any matters stated in the notice as requiring attention and upon the case may be) shall be procured and prepared Company attending to these matters the Company must give a further notice in writing to the State's Nominated Representative pursuant to clause 15.1. 15.6 Any determination by the Purchaser at State's Nominated Representative that any Relevant Works have been Completed is not acceptance that the Purchaser’s expense who undertakes to pay such sums and comply Company has complied with the conditions (if any) imposed by Transaction Documents and any right which the Developer and / State or Proprietor and / or their solicitors and / or relevant authorities pertaining the State's Nominated Representative may have had prior to that determination is preserved absolutely. 15.7 If the State's Nominated Representative does not deliver a notice to the registration Company under clause 15.3 or a certificate under clause 15.4 within the period of such transfer of 10 Business Days referred to in those clauses, the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may Relevant Works will be lawfully due taken to any relevant authority or the Developer up to have been Completed on the date on which those Relevant Works were inspected under clause 15.2 and a certificate of successful sale of the subject property shall Completion will be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills taken to have been issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the State's Nominated Representative with a date of sale. For avoidance Completion on that date. 15.8 A certificate of doubt, Completion under clause 15 does not excuse the Company from compliance with all relevant legislation in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding relation to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoRelevant Works. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 4.1 Subject to the date provisions in Clause 2 hereof, completion of the auction sale and purchase of the Sale Shares shall take place at the offices of Arculli Fong & Ng (“Payment Due Date”the "PURCHASER'S SOLICITORS"), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by for the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Central, Hong Kong or any other place as the Parties may agree at 5:00 p.m. on a Friday of the week immediately following the week when the Approval is granted by the SFC, when the following business shall simultaneously be transacted :- (a) the Purchaser shall deliver to the Vendor the following :- (i) a solicitor's cheque for payment of the balance of the Consideration and the Vendor's Solicitors will release the Deposit to the Vendor; and (ii) a certified copy of each of the minutes of the board of directors of the Purchaser and the Guarantor approving this Agreement and authorizing/confirming the authorization of an authorised person for signing of this Agreement and (for the Purchaser) the bought note and the instrument of transfer and any other incidental documents hereof; (b) the Vendor shall deliver to the Purchaser the following :- (i) sold notes and instrument of transfer in favour of the Purchaser in respect of the Sale Shares all executed by the Vendor in accordance with the Stamp Duty Ordinance; (ii) original share certificate(s) or re-issued share certificate(s) in respect of the Sale Shares; (iii) such other documents as may be reasonably required to give a good and effective transfer of title to the Sale Shares to the Purchaser and to enable them to become the registered holders thereof; (iv) a cheque drawn in favour of the Government of the Hong Kong Special Administrative Region for an amount equivalent to the stamp duty payable under the Stamp Duty Ordinance in respect of the sold notes in respect of the Sale Shares; (v) a certified copy of the minutes of the board of directors of the Vendor (if the Vendor is a corporate) approving the sale of the Sale Shares and authorizing/confirming the authorization of an authorised person for signing of this Agreement and the sold note and the instrument of transfer and any other incidental documents hereof; (vi) to the extent that the same are not submitted within already in the stipulated ninety (90) days from possession of the auction Company or its agents, the certificate of incorporation, business registration certificate, common seal of the Company, all copies of memorandum and articles of association of the Company, the statutory books of the Company duly made up to date, any subsequent claims made thereunder will not be entertained unissued share certificates, all current insurance policies, books and accounts and other records, cheque books, title deeds and evidence of ownership to all assets of the Company and all current contracts; (vii) an original of the Disclosure Letter duly executed by the Assignee/Bank and Vendor in the same form identical to that attached as Schedule 3 hereto or with lesser disclosures; (c) the Vendor shall cause a meeting of the board of directors of the Company to be held at which resolutions shall be borne passed to :- (i) approve the transfer of the Sale Shares; (ii) register (subject to stamping) the transfer of the Sale Shares referred to above and to issue new certificate(s) for the Sale Shares in the name(s) of the Purchaser; (iii) appoint one person as the Purchaser may nominate as the Chairman of the Company and such person(s) as the Purchaser may nominate as director(s) of the Company and (subject to the approval of the SFC) one person as the Purchaser may nominate as the Responsible Officer of the Company all to take effect from the close of business of the said meeting if so required by the Purchaser; and (iv) amend all banking authorisations, instructions and mandates of the Company in such manner as the Purchaser may direct; and (d) the Purchaser shall :- (i) produce for inspection by the Vendor the bought notes in respect of the Sale Shares executed by the Purchaser solely. All other charges in compliance with the Stamp Duty Ordinance; and (ii) procure the stamping of the bought and sold notes and the instrument of transfer in respect of the Sale Shares as soon as practicable thereafter and present the said instrument of transfer together with the share certificate(s) in respect of the Sale Shares to the Company for registration of the transfer. 4.2 The transactions described in Clause 4.1 hereof shall take place at the date same time, so that in default of auction sale not specified in Clause 7(c) (including but not limited to water billsthe performance of any such transactions by a Party, electric bills, sewerage charges, telephone bills and/or the other monies whatsoever outstanding to the Developer and/or other authority/parties) Party shall not be borne by obliged to complete the Assignee/Bank. The Purchaser shall bear sale and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoaforesaid. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. (a) Within 120 days from the date The Seller anticipates that construction and handover of the auction sale Unit will be completed (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed as determined by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges Project Manager and excluding any minor Deficiencies which shall be borne by rectified in accordance with clause 4.1) on or before the Purchaser, failing which Anticipated Completion Date. (b) The Seller and the deficiency shall be recoverable from Purchaser agree that the Purchaser; and ii) A copy Anticipated Completion Date represents the Seller’s current estimate of the requisite consents date when the Seller expects that the construction of the DeveloperUnit will be complete, Proprietor provided always that a Force Majeure Event does not occur which delays such construction. (c) The Purchaser acknowledges and / or State Authorities or relevant bodies approving agrees that the sale Actual Completion Date may occur before the Anticipated Completion Date provided that the Seller serves on the Purchaser the Completion Notice in favour of accordance with clause 5.1(d). The Purchaser must complete this Agreement on the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted Completion Date specified in the assignment in order for the Purchaser to assume all liabilities Completion Notice and obligations pertaining to the property. The Assignee shall not will be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date make payment of the auction sale, balance of the Assignee DRAFT (d) The Seller shall serve the Completion Notice upon the Purchaser not less than thirty (30) days in advance of the Completion Date. The Completion Notice will be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed certified by the National Land Code, 1965 in favour of Project Manager whose decision as to the Purchaser from Completion Date will be conclusive and binding on the Developer or the Proprietor (as the case may be)Parties. The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder Completion Date will not be entertained deemed to have been determined unless and until the Completion Notice has been served on the Purchaser by the Assignee/Bank and Seller. The Seller must serve the same shall be borne by Completion Notice on the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) accordance with clause 21.‌ (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser de) The Purchaser is responsible acknowledges and agrees that the Anticipated Completion Date may need to make his own enquiries and all liabilities and encumbrances affecting be extended if any of the property and Utility Services or access has not been made available to the Unit or the Building by the Master Developer, the Relevant Authorities or the Contractor which delays shall be deemed considered to purchase constitute a Force Majeure Event. (f) Without prejudice to the Seller’s rights under clause 18 in all respects subject thereto whether or not he makes any enquiry and neither respect of a Force Majeure Event, the Assignee nor Anticipated Completion Date may be extended by the Auctioneer shall be required or bound Seller, in its absolute discretion without cause, by written notice to inform the Purchaser for a period or periods of any such matters whether known up to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoa total of twelve (12) months. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 90 days from the date of the auction sale or the extended completion granted by the Assignee/Bank (“Payment Due Date”at the Assignee/Bank’s sole discretion subject to payment of interest at the rate of interest to be determined by the Assignee/Bank), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee Assignee/Bank simultaneously: i) A a. a sum equivalent to 90% of the successful bid (“Balance Sum”) by way of and interest for the bank draft or cashier’s order crossed “A/C PAYEE ONLY” extension period (if any) made payable to OCBC HSBC BANK (MALAYSIA) MALAYSIA BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which which, the deficiency shall be recoverable from the Purchaser; and ii) A copy of b. the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee Assignee/Bank will execute an assignment (in the form and substance acceptable to the Assignee) and deliver up the Related Security Documents and any other relevant documents in the custody of the Assignee/Bank to the Purchaser, but such sale and assignment of to the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Assignee/Bank shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Assignee/Bank shall not be required to assign the property to any person other than the Purchaser. c. Subject the Clause 8 (a) & (b) If above, the separate document Property in which there is/are outstanding progressive payments due to the Developer, the Purchaser shall:- i) In the event that he/she requires a loan to enable him/her to complete the purchase herein, the Purchaser shall within the time stipulated above, cause his/her financier to issue a letter of title undertaking to pay the balance progressive payment according to the schedule of the Principal Sale and Purchase Agreement made in favour of the Developer from his/her financier and to release the Assignee/Bank from its original undertaking; ii) In the event that he/she shall not requires a loan to enable him/her to complete the purchase herein, the Purchaser shall within time stipulated above, provide a bank guarantee in favour of the Developer or strata title for pay the property has been issued whether before, on or balance progressive payment to the Developer according to the schedule of the Principal Sale and Purchase Agreement and to release the Assignee/Bank from its original undertaking; iii) any payments due and payable to the Developer after the date of the auction sale, including the Assignee shall not be required balance progressive payments according to register its charge(s) nor to procure the schedule of the Principal Sale and Purchase Agreement, charges, interest and penalty as a transfer in Form 14A as prescribed result of the delay by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Successful Purchaser/Successful Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if anyfinancier in giving any undertaking/payment stated in Clause 8(c)i) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. cClause 8(c)ii) “ Any arrears of Quit Renthereof, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as absolutely. iv) In the event the Successful Purchaser shall fail, neglect and/or refuse to procure a letter of undertaking/bank guarantee/payment mentioned in the manner and at the date of auction sale not specified time stipulated in Clause 7(c8(c)i) (including but not limited or Clause 8(c)ii) hereof, the Assignee/Bank shall be entitled to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding terminate the sale by a notice in writing to the Developer and/or other authority/parties) Successful Purchaser whereon the Deposit referred in Clause 5 shall not be borne forfeited by the Assignee/Bank. . d. The Purchaser shall bear and pay all fees and expenses including but not limited consents to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid contacted by the PurchaserAssignee/Bank for financial services to complete the purchase herein.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee Assignee/Bank simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee Assignee/Bank being satisfied with the conditions if any imposed (otherwise the Assignee Assignee/Bank may terminate the sale under Clause 9) Then then the Assignee Assignee/Bank will execute an assignment (in form and substance acceptable to the Assignee/Bank) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Assignee/Bank shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Assignee/Bank shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee Assignee/Bank shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ billings are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee Assignee/Bank nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a(A) Within 120 days from Subject to the fulfilment of the Conditions Precedent, Completion shall take place at 3 p.m. on the 5th Business Day next following the date of fulfilment of the auction sale Conditions Precedent last in time to be fulfilled (“Payment Due Date”or such other date and time as the parties hereto and the parties to the Other Subscription Agreements may agree in writing), at the Purchaser principal office of the Company in Hong Kong (or such other place as the Company and the Subscriber may agree in writing) to the intent that Completion of the Subscription and completion of the subscription of the Bonds under the Other Subscription Agreements shall deposit with take place at the Solicitors appointed by same time and place. (B) At Completion all (but not some only) of the Assignee simultaneously:following business shall be transacted:- (a) the Company shall deliver to the Subscriber:- (i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A a certified copy of the requisite consents resolution of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour board of directors of the PurchaserCompany (or a duly authorised committee thereof) approving and authorising the execution and issue of the Bonds pursuant to this Agreement, if necessary, subject firstly the execution of the Transaction Documents to which it is party; (ii) a certified copy of the resolutions of the board of directors and shareholders of each of the parties to the Assignee being satisfied with the conditions if any imposed Security Documents (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser.Company, the Security Trustee, the Subscriber and the subscribers of the Other Subscription Agreement) approving and authorising the Security Documents to which it is party and the execution thereof ; (iii) (a) a counterpart of each Security Documents to which the Subscriber is party, duly executed by each security party (other than the Security Trustee, the Subscriber and subscriber of Other Subscription Agreement); (b) If the separate document of title or strata title for the property has been issued whether before, on or after the date a certified true copy of the auction saleBond Instrument duly executed by the Company and of each Security Documents to which the Subscriber is not a party, duly executed by each security party (other than the Security Trustee, the Assignee shall not be required Subscriber and subscriber of Other Subscription Agreement); (c) (if the Subscriber also acts as Security Trustee immediately upon Completion) a counterpart of each Security Documents to register its charge(swhich the Security Trustee is party, duly executed by each security party (other than the Security Trustee, the Subscriber and subscriber of Other Subscription Agreement) nor to procure and a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour certified true copy of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.Bond Instrument;

Completion. a) Within 120 90 days from the date of the auction sale or the extended completion granted by the Assignee/Bank (“Payment Due Date”at the Assignee/Bank’s sole discretion subject to payment of interest at the rate of interest to be determined by the Assignee/Bank), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee Assignee/Bank simultaneously: i) A a. a sum equivalent to 90% of the successful bid (“Balance Sum”) by way of and interest for the bank draft or cashier’s order crossed “A/C PAYEE ONLY” extension period (if any) made payable to OCBC BANK (MALAYSIA) HSBC AMANAH MALAYSIA BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which which, the deficiency shall be recoverable from the Purchaser; and ii) A copy of b. the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee Assignee/Bank will execute an assignment (in the form and substance acceptable to the Assignee) and deliver up the Related Security Documents and any other relevant documents in the custody of the Assignee/Bank to the Purchaser, but such sale and assignment of to the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Assignee/Bank shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Assignee/Bank shall not be required to assign the property to any person other than the Purchaser. c. Subject the Clause 8 (a) & (b) If above, the separate document Property in which there is/are outstanding progressive payments due to the Developer, the Purchaser shall:- i) In the event that he/she requires a loan to enable him/her to complete the purchase herein, the Purchaser shall within the time stipulated above, cause his/her financier to issue a letter of title undertaking to pay the balance progressive payment according to the schedule of the Principal Sale and Purchase Agreement made in favour of the Developer from his/her financier and to release the Assignee/Bank from its original undertaking; ii) In the event that he/she shall not requires a loan to enable him/her to complete the purchase herein, the Purchaser shall within time stipulated above, provide a bank guarantee in favour of the Developer or strata title for pay the property has been issued whether before, on or balance progressive payment to the Developer according to the schedule of the Principal Sale and Purchase Agreement and to release the Assignee/Bank from its original undertaking; iii) any payments due and payable to the Developer after the date of the auction sale, including the Assignee shall not be required balance progressive payments according to register its charge(s) nor to procure the schedule of the Principal Sale and Purchase Agreement, charges, interest and penalty as a transfer in Form 14A as prescribed result of the delay by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Successful Purchaser/Successful Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if anyfinancier in giving any undertaking/payment stated in Clause 8(c)i) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. cClause 8(c)ii) “ Any arrears of Quit Renthereof, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as absolutely. iv) In the event the Successful Purchaser shall fail, neglect and/or refuse to procure a letter of undertaking/bank guarantee/payment mentioned in the manner and at the date of auction sale not specified time stipulated in Clause 7(c8(c)i) (including but not limited or Clause 8(c)ii) hereof, the Assignee/Bank shall be entitled to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding terminate the sale by a notice in writing to the Developer and/or other authority/parties) Successful Purchaser whereon the Deposit referred in Clause 5 shall not be borne forfeited by the Assignee/Bank. . d. The Purchaser shall bear and pay all fees and expenses including but not limited consents to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid contacted by the PurchaserAssignee/Bank for financial services to complete the purchase herein.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii) If goods and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the goods and services tax, currently at 6% of the Purchase Price, shall be deposited by way of bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD; and iiiii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If In the event that the separate document of title or strata title for to the property Property has been or is issued whether beforeprior to, on or after the date of the auction sale, : -. i. i the Assignee shall not be at anytime required to register its charge(s) nor to procure a memorandum of transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be); ii. The if there are any restrictions in interests affecting the Property, the Purchaser shall comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7 above; iii. upon and subject to the payment in full of the Balance Purchase Price in accordance with Clause 7 above and all other moneys (if any) payable by the Purchaser in accordance with the terms and conditions contained herein these Conditions Of Sale and upon and subject to the Purchaser at the Purchaser’s own absolute responsibility and costs and expenses obtaining the confirmation and/or consent as applicable from the Developer and/or the Proprietor, the relevant authorities and/or bodies, as the case may be, for the completion of the sale and purchase and/or the transfer of the Property from the Assignee to the Purchaser as may be required; iv. where the Developer or (and/or the Proprietor (as the case may be) and/or the relevant authorities and/or bodies is/are agreeable to a direct transfer the title in the Property to the Purchaser, it shall be procured the Purchaser’s own absolute responsibility and prepared by the Purchaser at the Purchaser’s sole and absolute costs and expense who undertakes (including and not limited to pay legal fees, stamp duty, registration fees and such sums moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and comply obtain from the Developer, the Proprietor or such relevant authority or body, the Developer’s, the Proprietor’s or such relevant authority’s or body’s execution of the Memorandum of Transfer in respect of the Property as a direct transfer in favour of the Purchaser as transferee and all relevant documents in support for the registration of the said Memorandum Of Transfer. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid and shall not in any way be responsible or liable to the Purchaser for any of the same (including and not limited to obtaining the said Memorandum of Transfer and/or documents in favour of the Purchaser and/or any delay in obtaining any of the same); and v. where the Developer (and/or the Proprietor as the case may be) and/or the relevant authorities and/or bodies is/are not agreeable to a direct transfer of the title in the Property to the Purchaser, it shall be the Purchaser’s own absolute responsibility and at the Purchaser’s sole and absolute costs and expense (including and not limited to legal fees, stamp duty, registration fees and such moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and submit to the Assignee’s solicitors for the Assignee’s execution, the Memorandum of Transfer in respect of the Property in favour of the Purchaser as transferee. In such situation, the Purchaser acknowledges and admits that the Purchaser shall not be entitled to and shall not present the Memorandum of Transfer in favour of the Purchaser as transferee for registration at the relevant land office / registry until and unless the memorandum of transfer in respect of the Property in favour of the Assignor as transferee shall have first been duly executed by the relevant persons and delivered to the Assignee’s solicitors for the Assignee’s or the Assignee’s solicitors’ further action. The Purchaser shall be absolutely responsible for and shall be solely and absolutely liable for all fees, costs and expenses in connection with the conditions preparation, stamping and registration of the memorandum of transfer in favour of the Assignor as transferee (including and not limited to the payment of any moneys payable or owing to the Developer and/or the relevant authorities and/or bodies). The memorandum of transfer in favour of the Assignor as transferee shall only be delivered to the Purchaser or the Purchaser’s solicitors upon full payment of the Balance Purchase Price in accordance with the provisions of Clause 7 above and all other moneys (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne payable by the Purchaser solelyin accordance with the terms and conditions contained herein these Conditions of Sale. All other charges as at The Assignee, the date Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of auction sale any of the aforesaid matters and shall not specified in Clause 7(c) any way be responsible or liable to the Purchaser for any of the same (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding any delay that may arise in the delivery to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting ’s solicitors the property and shall be deemed to purchase memorandum of transfer in all respects subject thereto whether or not he makes any enquiry and neither favour of the Assignee nor Assignor as transferee and/or the Auctioneer shall be required or bound to inform Memorandum of Transfer in favour of the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.transferee)

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank Assignee is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ billings are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Assignee and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii) If goods and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the goods and services tax, currently at 6% of the Purchase Price, shall be deposited by way of bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD; and iiiii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If In the event that the separate document of title or strata title for to the property Property has been or is issued whether beforeprior to, on or after the date of the auction sale, : -. i. the Assignee shall not be at anytime required to register its charge(s) nor to procure a memorandum of transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be); ii. The if there are any restrictions in interests affecting the Property, the Purchaser shall comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7 above; iii. upon and subject to the payment in full of the Balance Purchase Price in accordance with Clause 7 above and all other moneys (if any) payable by the Purchaser in accordance with the terms and conditions contained herein these Conditions Of Sale and upon and subject to the Purchaser at the Purchaser’s own absolute responsibility and costs and expenses obtaining the confirmation and/or consent as applicable from the Developer and/or the Proprietor, the relevant authorities and/or bodies, as the case may be, for the completion of the sale and purchase and/or the transfer of the Property from the Assignee to the Purchaser as may be required; iv. where the Developer or (and/or the Proprietor (as the case may be) and/or the relevant authorities and/or bodies is/are agreeable to a direct transfer the title in the Property to the Purchaser, it shall be procured the Purchaser’s own absolute responsibility and prepared by the Purchaser at the Purchaser’s sole and absolute costs and expense who undertakes (including and not limited to pay legal fees, stamp duty, registration fees and such sums moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and comply obtain from the Developer, the Proprietor or such relevant authority or body, the Developer’s, the Proprietor’s or such relevant authority’s or body’s execution of the Memorandum of Transfer in respect of the Property as a direct transfer in favour of the Purchaser as transferee and all relevant documents in support for the registration of the said Memorandum Of Transfer. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid and shall not in any way be responsible or liable to the Purchaser for any of the same (including and not limited to obtaining the said Memorandum of Transfer and/or documents in favour of the Purchaser and/or any delay in obtaining any of the same); and v. where the Developer (and/or the Proprietor as the case may be) and/or the relevant authorities and/or bodies is/are not agreeable to a direct transfer of the title in the Property to the Purchaser, it shall be the Purchaser’s own absolute responsibility and at the Purchaser’s sole and absolute costs and expense (including and not limited to legal fees, stamp duty, registration fees and such moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and submit to the Assignee’s solicitors for the Assignee’s execution, the Memorandum of Transfer in respect of the Property in favour of the Purchaser as transferee. In such situation, the Purchaser acknowledges and admits that the Purchaser shall not be entitled to and shall not present the Memorandum of Transfer in favour of the Purchaser as transferee for registration at the relevant land office / registry until and unless the memorandum of transfer in respect of the Property in favour of the Assignor as transferee shall have first been duly executed by the relevant persons and delivered to the Assignee’s solicitors for the Assignee’s or the Assignee’s solicitors’ further action. The Purchaser shall be absolutely responsible for and shall be solely and absolutely liable for all fees, costs and expenses in connection with the conditions preparation, stamping and registration of the memorandum of transfer in favour of the Assignor as transferee (including and not limited to the payment of any moneys payable or owing to the Developer and/or the relevant authorities and/or bodies). The memorandum of transfer in favour of the Assignor as transferee shall only be delivered to the Purchaser or the Purchaser’s solicitors upon full payment of the Balance Purchase Price in accordance with the provisions of Clause 7 above and all other moneys (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne payable by the Purchaser solelyin accordance with the terms and conditions contained herein these Conditions of Sale. All other charges as at The Assignee, the date Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of auction sale any of the aforesaid matters and shall not specified in Clause 7(c) any way be responsible or liable to the Purchaser for any of the same (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding any delay that may arise in the delivery to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting ’s solicitors the property and shall be deemed to purchase memorandum of transfer in all respects subject thereto whether or not he makes any enquiry and neither favour of the Assignee nor Assignor as transferee and/or the Auctioneer shall be required or bound to inform Memorandum of Transfer in favour of the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.transferee)

Completion. (a) Within 120 days When Landlord receives written certification from Architect that construction of the Tenant Improvements constituting Landlord’s TI Work in the Building has been completed in accordance with the Landlord’s Approved Plans (except for Punch List Work), Landlord shall prepare and deliver to Tenant a certificate signed by both Landlord and Architect (the “Substantial Completion Certificate”) (i) certifying that the construction of the Tenant Improvements constituting Landlord’s TI Work in the Building has been substantially completed in a good and workmanlike manner in accordance with the Landlord’s Approved Plans in all material respects, subject only to completion of Punch List Work, and specifying the date of that completion, and (ii) certifying that Landlord’s TI Work complies in all material respects with all laws, rules, regulations, codes, ordinances, requirements, covenants, conditions and restrictions applicable thereto at the auction sale (“Payment Due Date”)time of such delivery. Upon receipt by Tenant of the Substantial Completion Certificate and tender of possession of the Premises by Landlord to Tenant, and receipt of any certificate of occupancy or its legal equivalent, or other required sign-offs from any applicable governmental authority, allowing the legal occupancy of the Premises, the Purchaser shall deposit with Tenant Improvements constituting Landlord’s TI Work in the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent Building will be deemed delivered to 90% Tenant and “Ready for Occupancy” for all purposes of the successful bid Lease (“Balance Sum”subject to Landlord’s continuing obligations with respect to any Punch List Work, and to any other express obligations of Landlord under the Lease or this Tenant Work Letter with respect to such Tenant Improvements). (b) by way Promptly following delivery of the bank draft Substantial Completion Certificate for Landlord’s TI Work in the Building, Project Manager or cashier’s order crossed other representatives of Landlord shall conduct one or more “A/C PAYEE ONLYwalkthroughs” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque Building with Tenant and Tenant’s representatives, to identify any items of Punch List Work that may require correction and to prepare a joint punch list reflecting any such items, following which Landlord shall include outstation clearing charges which shall be borne by diligently complete the PurchaserPunch List Work reflected in such joint punch list. At any time within thirty (30) days after delivery of such Substantial Completion Certificate, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Tenant shall be entitled to have a sufficient covenant submit one or more lists to Landlord supplementing such joint punch list by specifying any additional items of indemnity inserted Punch List Work to be performed on the applicable Tenant Improvements constituting Landlord’s TI Work in the assignment in order for the Purchaser to assume all liabilities Building, and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of such list(s), Landlord shall diligently complete such additional Punch List Work. Promptly after Landlord provides Tenant with the Balance sumSubstantial Completion Certificate and completes all applicable Punch List Work for the Building, provided that Landlord shall cause the Assignee/Bank is recordation of a Notice of Completion (as defined in receipt Section 3093 of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the DeveloperCalifornia Civil Code or applicable successor statute) with respect to Landlord’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, TI Work in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety Building. (90c) days from the auction dateAll construction, any subsequent claims made thereunder will not be entertained product and equipment warranties and guaranties obtained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited Landlord with respect to water billsLandlord’s TI Work shall, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) extent reasonably obtainable, include a provision that such warranties and guaranties shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant also run to the Assignment benefit of Tenant, and Landlord shall cooperate with Tenant in a commercially reasonable manner to assist in enforcing all such warranties and guaranties for the benefit of Tenant. (d) Notwithstanding any other documents necessary for effecting provisions of this Tenant Work Letter or of the transfer or assigning Lease, if Landlord is delayed in substantially completing any of Landlord’s TI Work as a result of any Tenant Delay, and if the beneficial ownership in Lease Commencement Date is being determined under clause (ii) of Section 3.2 of the property Lease Summary, then notwithstanding any other provisions of the Lease to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting contrary, the property and Premises shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither have been Ready for Occupancy on the Assignee nor date the Auctioneer shall be required or bound to inform the Purchaser of any Premises would have been Ready for Occupancy absent such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoTenant Delay. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii. if sales and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the sales and services tax, currently at 8% of the Purchase Price, shall be deposited by way of bank draft or cashier's order crossed "A/C PAYEE ONLY" made payable to OCBC BANK (MALAYSIA) BERHAD; and ii) A iii. a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If c. In the event that the separate document of title or strata title for to the property Property has been or is issued whether beforeprior to, on or after the date of the auction sale, : - i. the Assignee shall not be at anytime required to register its charge(s) nor to procure a memorandum of transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be); ii. The if there are any restrictions in interests affecting the Property, the Purchaser shall comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7 above; iii. upon and subject to the payment in full of the Balance Purchase Price in accordance with Clause 7 above and all other moneys (if any) payable by the Purchaser in accordance with the terms and conditions contained herein these Conditions Of Sale and upon and subject to the Purchaser at the Purchaser’s own absolute responsibility and costs and expenses obtaining the confirmation and/or consent as applicable from the Developer and/or the Proprietor, the relevant authorities and/or bodies, as the case may be, for the completion of the sale and purchase and/or the transfer of the Property from the Assignee to the Purchaser as may be required; iv. where the Developer or (and/or the Proprietor (as the case may be) and/or the relevant authorities and/or bodies is/are agreeable to a direct transfer the title in the Property to the Purchaser, it shall be procured the Purchaser’s own absolute responsibility and prepared by the Purchaser at the Purchaser’s sole and absolute costs and expense who undertakes (including and not limited to pay legal fees, stamp duty, registration fees and such sums moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and comply obtain from the Developer, the Proprietor or such relevant authority or body, the Developer’s, the Proprietor’s or such relevant authority’s or body’s execution of the Memorandum of Transfer in respect of the Property as a direct transfer in favour of the Purchaser as transferee and all relevant documents in support for the registration of the said Memorandum Of Transfer. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid and shall not in any way be responsible or liable to the Purchaser for any of the same (including and not limited to obtaining the said Memorandum of Transfer and/or documents in favour of the Purchaser and/or any delay in obtaining any of the same); and v. where the Developer (and/or the Proprietor as the case may be) and/or the relevant authorities and/or bodies is/are not agreeable to a direct transfer of the title in the Property to the Purchaser, it shall be the Purchaser’s own absolute responsibility and at the Purchaser’s sole and absolute costs and expense (including and not limited to legal fees, stamp duty, registration fees and such moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and submit to the Assignee’s solicitors for the Assignee’s execution, the Memorandum of Transfer in respect of the Property in favour of the Purchaser as transferee. In such situation, the Purchaser acknowledges and admits that the Purchaser shall not be entitled to and shall not present the Memorandum of Transfer in favour of the Purchaser as transferee for registration at the relevant land office / registry until and unless the memorandum of transfer in respect of the Property in favour of the Assignor as transferee shall have first been duly executed by the relevant persons and delivered to the Assignee’s solicitors for the Assignee’s or the Assignee’s solicitors’ further action. The Purchaser shall be absolutely responsible for and shall be solely and absolutely liable for all fees, costs and expenses in connection with the conditions preparation, stamping and registration of the memorandum of transfer in favour of the Assignor as transferee (including and not limited to the payment of any moneys payable or owing to the Developer and/or the relevant authorities and/or bodies). The memorandum of transfer in favour of the Assignor as transferee shall only be delivered to the Purchaser or the Purchaser’s solicitors upon full payment of the Balance Purchase Price in accordance with the provisions of Clause 7 above and all other moneys (if any) imposed payable by the Developer Purchaser in accordance with the terms and / conditions contained herein these Conditions of Sale. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or Proprietor agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid matters and / shall not in any way be responsible or their solicitors and / or relevant authorities pertaining liable to the registration of such transfer Purchaser for any of the property.same (including but not limited to any delay that may arise in the delivery to the Purchaser or the Purchaser’s solicitors the memorandum of transfer in favour of the Assignor as transferee and/or the Memorandum of Transfer in favour of the Purchaser as transferee) c) “ d. Any arrears of Quit Rentquit rent, Assessmenttaxes, service/rates, assessment, service / maintenance charges, charges and sinking fund (including the any late penalty interest (if anyinterest) which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be deducted from the purchase money Purchase Price upon receipt of the Balance sum, provided that the Assignee/Bank is Sum. The Purchaser shall pay such arrears (if any) in receipt of the itemized billing for Quit Rent, Assessment bills issued by advance to the relevant authority and or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleDeveloper or Proprietor or relevant third parties. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are Purchaser is not submitted within entitled to deduct the stipulated ninety payment(s) towards the arrears (90if any) days from the auction date, any subsequent claims Balance Sum. Due apportionment and reimbursement for the payments (if any) made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solelytowards the arrears shall only be made after the Assignee has received the Balance Sum and for this purpose, the Purchaser shall produce receipts evidencing the payments. All Any other charges as at the date of auction sale not specified in Clause 7(c7 (c) (including but not limited to water bills, electric electricity bills, sewerage charges, telephone telephones bills and/or other monies whatsoever outstanding to the Developer and/or other authority/authorities / parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) e. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) f. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 4.1 Completion shall take place at the date offices of the auction sale Vendor's Solicitors (“Payment Due Date”), or any other location agreed upon by the Vendors and the Purchaser) within 14 Business Days of the satisfaction of the Conditions following which the Purchaser shall deposit with immediately serve notice in writing on the Solicitors appointed by Vendors that Completion can occur. 4.2 At Completion the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque Vendors shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment : (a) transfers in respect of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed Shares duly executed by the National Land Code, 1965 registered holders thereof in favour of the Purchaser from or as it may direct; (b) certificates for the Developer Shares (or an indemnity in the Proprietor (form attached as Annexure C) duly signed if such certificates are missing) and any other documents which may be required to give good title to the case may be). The transfer Shares and to enable the Purchaser to procure registration of the Property from same in its name or as it may direct; (c) the Developer or Proprietor (as Deed of Covenant, and the case may be) shall be procured deed containing the restrictions contained in clauses 7.2, 7.3 and prepared 7.4 of this Agreement duly executed by the Purchaser Vendors; (d) an irrevocable power of attorney in the form attached at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed Annexure A executed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining Vendors to enable the Purchaser (during the period prior to the registration of such the transfer of the property.Shares) to exercise all voting and other rights attaching to the Shares; c(e) “ Any arrears any necessary waivers and consents in the agreed form signed by all members of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest Company to enable the Purchaser or its nominee to be registered as the holder of the Shares (if any) each of the Vendors hereby irrevocably waiving all and any rights of pre-emption to which it may be lawfully due to entitled under any relevant authority articles of association, agreement, law or the Developer up to the date of successful sale otherwise in respect of the subject property shall be deducted from the purchase money upon receipt transfer of the Balance sum, provided that the Assignee/Bank is in receipt Shares delivered under this Agreement) and a release of liabilities executed by each of the itemized billing for Quit RentVendors, Assessment bills issued by the relevant authority ▇▇▇▇▇▇ ▇▇▇▇▇ and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership ▇▇▇▇▇ in the property form attached as Annexure B; (f) the counterparts of the Consultancy Agreements duly executed by each party to them (other than the Purchaser); (g) a certified copy of any power of attorney under which any document required to be delivered under this clause 4.2 has been executed; (h) a form of revocation (in a form reasonably satisfactory to the Purchaser) in respect of a general power of attorney dated 9 November 1998 given by the Company in favour of ▇▇▇▇▇▇ ▇▇▇▇▇; (i) certified copies of board resolutions of the Company and the Vendors (as applicable) in the agreed form: (i) approving in anticipation of Completion of (subject only to proper stamping) the transfers of the Shares delivered under this Agreement; (ii) approving in anticipation of Completion of the placing on the register of members of the Company of the names of the transferees for registration in accordance with the share transfer forms referred to above and authorising the issue of appropriate share certificates; and (iii) approving the execution of the Deed of Covenant and the Consultancy Agreements. 4.3.1 When the Vendors have complied with the terms of clause 4.2 the Purchaser shall procure the delivery: (a) to the Vendors' Solicitors US Dollar Clients account at The Royal Bank of Scotland International Limited, Jersey or to such other bank account as they may designate for the account of the Vendors of a telegraphic transfer in favour of the Vendors' Solicitors for the amount of the Initial Cash Consideration; the Vendors' Solicitors are authorised by the Vendors to receive payment of the Consideration on the Vendors' behalf and the receipt of the Vendors' Solicitors shall be a sufficient discharge for the Purchaser; (b) to the Vendors of certificates for the Initial Consideration Shares registered in the name of the Vendors and any other documents which may be required to give good title to the Initial Consideration Shares; (c) to the Vendors of the counterparts of the Deed of Covenant and the deed required pursuant to Clause 7 duly executed by the Purchaser; and (d) The Purchaser is responsible to make his own enquiries the Vendors of the Consultancy Agreements duly executed by the Purchaser. Provided That in the event that the Vendors' Solicitors give notice in writing prior to Completion to the Purchasers' Solicitors, the following provisions shall have effect:- (i) On Completion all documents shall be held in escrow and shall constitute escrows pending receipt of payment pursuant to sub-clause (ii) of this proviso and; (ii) the Purchasers or their Solicitors shall immediately following completion of all liabilities other matters to be done on Completion in accordance with this clause 4 send the Initial Cash Consideration by Swift to Barclays Bank Plc, Monaco Branch as to 50 per cent. for the account of Panton Management Limited and encumbrances affecting the property and balance for the account of Northern Management Limited. On receipt by such bank of the Initial Cash Consideration the condition of the escrows shall be deemed to purchase in all respects have been satisfied (and the relevant documents shall no longer be deemed to be the subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not escrow and the Purchaser shall raise no enquiry, requisition or objection thereon or theretothereupon have full effect). e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 4.1.1 Completion shall take place on the date of this Agreement in escrow at the auction sale offices of the Seller’s Solicitors or at such other place as the parties may agree when the parties shall comply with all (but not part only unless the parties so agree) of their respective obligations as set out in this clause 4. 4.1.2 The sole condition of escrow (“Payment Due DateEscrow Condition”), ) shall be the Purchaser shall deposit with the Solicitors appointed release to Quanta 4000 Holdings by the Assignee simultaneously: i) A sum equivalent to 90% Lloyd’s of the successful bid (“Balance Sum”) by way cash and assets which immediately prior to the Completion Date comprise the Company’s FAL. 4.1.3 Pending satisfaction of the bank draft Escrow Condition any documents delivered by or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount on behalf of the cheque Seller or the Buyer pursuant to clause 4 shall include outstation clearing charges not come into effect or be treated as having been delivered and any document which shall is expressed to be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee deed shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has treated as having been issued whether before, on or after the date of the auction sale, the Assignee delivered and all such documents shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed held by the National Land Code, 1965 in favour of the Purchaser from the Developer Buyer’s Solicitors or the Proprietor (Seller’s Solicitors, as the case may be). The transfer , subject to the terms of this Agreement. 4.1.4 Upon satisfaction of the Property from Escrow Condition, all documents delivered by the Developer Buyer or Proprietor (as the case may be) Seller pursuant to this clause 4 and the amount paid by the Buyer pursuant to clause 4.7 shall be procured released from escrow and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property documents shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubtdated and, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained case of documents delivered by the Assignee/Bank Seller, delivered to the Buyer’s Solicitors by the Seller’s Solicitors. 4.1.5 If the Escrow Condition is not satisfied on or before 6pm on the tenth Business Day after Completion (or such later date as the parties may agree in writing) (the “Escrow Failure Date”) all of the documents and certificates which are the subject of the escrow shall have no force or effect and the same documents and certificates delivered by the Seller shall be borne returned promptly to the Seller and the documents and certificates delivered by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not Buyer and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and amount paid by the PurchaserBuyer pursuant to clause 4.7 shall be returned promptly to the Buyer.

Completion. a) Within 120 days from 7.1 Completion shall take place no later than 11.00 a.m. on the date of the auction sale (“Payment Due Completion Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee . Completion will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and take place at the expense offices of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser Attride‑Stirling & Woloniecki at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, Bermuda or at such other place as the stipulated ninety (90) days from parties may agree in writing. 7.2 At Completion the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same Seller shall be borne by the Purchaser solely. All other charges as at the date do those things listed in Part A of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not Schedule 4 and the Purchaser shall raise no enquiry, requisition or objection thereon or theretodo those things listed in Part B of Schedule 4. e) The stamp duty 7.3 Neither the Purchaser nor the Seller shall be obliged to complete the sale and registration fee for purchase of any of the MemorandumShares unless the sale and purchase of all of the Shares is completed simultaneously. 7.4 If the respective obligations of the Seller and/or the Purchaser under clause 7.2 and Schedule 4 are not complied with on the Completion Date, subject always to clause 3.4, the Assignment and subsequent transfer Purchaser (in the case of non-compliance by the Seller) or, as the case may be) shall be borne and paid , the Seller (in the case of non-compliance by the Purchaser) may: (a) defer Completion (so that the provisions of this clause 7 shall apply to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights under this agreement); or (c) terminate this agreement by notice in writing to the other party. 7.5 Either party may terminate this agreement at any time prior to Completion by written notice to the other party if such other party fails to comply in all material respects with or perform any of its agreements, covenants, conditions or obligations hereunder that are required to be performed or complied with by it prior to the date of such termination and such breach is not cured within thirty (30) days following receipt by the breaching party of written notice from the non-breaching party requesting such breach to be cured (or such lesser period if such thirty (30) day period would otherwise lapse beyond the Long Stop Date). 7.6 For the avoidance of doubt but without limiting clause 13, any party’s right to terminate this agreement in accordance with clauses 3.4, 7.4 or 7.5 is not exclusive of any of the rights, powers and remedies provided by law.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC ▇▇-▇▇▇▇ BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii. if goods and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the goods and services tax, currently at 6% of the Purchase Price, shall be deposited by way of bank draft or cashier's order crossed "A/C PAYEE ONLY" made payable to OCBC ▇▇-▇▇▇▇ BANK BERHAD; and ii) A iii. a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 Code (Revised 2020) in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmenttaxes, service/maintenance chargesrates, sinking fund including the late penalty interest (if any) assessment, fees, bills, charges and outgoings which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be deducted from the purchase money price upon receipt of the Balance sum, provided that the Assignee/Bank is Sum. The Purchaser shall pay such arrears (if any) in receipt of the itemized billing for Quit Rent, Assessment bills issued by the advance to any relevant authority and or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleDeveloper or Proprietor or relevant third parties. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are Purchaser is not submitted within entitled to deduct the stipulated ninety payment(s) towards the arrears (90if any) days from the auction date, any subsequent claims Balance Sum. Due apportionment and reimbursement for the payments (if any) made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at towards the date of auction sale not specified in Clause 7(c) (including but not limited to water billsarrears shall only be made after the Assignee has received the Balance Sum and for this purpose, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) Purchaser shall not be borne by the Assignee/Bankproduce receipts evidencing payment. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 6.1 Subject to the date fulfillment or waiver of the auction sale (“Payment Due Conditions Precedent, Completion shall take place contemporaneously with the completion of the SDTCL SPA at the Completion Location on the Completion Date”). 6.2 On Completion, the Purchaser shall deposit comply with the Solicitors appointed obligations set out in Part B of Schedule 6 and against the compliance by the Assignee simultaneously: i) Purchaser of such obligations, the Vendor shall comply with the obligations set out in Part A sum equivalent to 90% of Schedule 6. The Vendor may waive some or all of the successful bid (“Balance Sum”) by way obligations of the bank draft Purchaser as set out in Part B of Schedule 6 and the Purchaser may waive some or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount all of the cheque shall include outstation clearing charges which shall be borne obligations of the Vendor as set out in Part A of Schedule 6. 6.3 If the Vendor or the Purchaser fails to comply with any of their respective obligations in Schedule 6, the Purchaser, in the case of non-compliance by the Vendor, or the Vendor, in the case of non-compliance by the Purchaser, failing which the deficiency shall be recoverable from entitled (in addition to and without prejudice to all other rights or remedies available, including the Purchaser; and iiright to claim damages) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly by written notice to the Assignee being satisfied with other served on the conditions if any imposed Completion Date: (otherwise the Assignee may a) to terminate the sale under Clause 9) Then the Assignee will execute an assignment this Agreement (in form other than clauses 11 (Confidentiality and substance acceptable to the AssigneeAnnouncements), 12 (Notices), 13 (Miscellaneous), 14 (Governing law and Dispute Resolution) and deliver up the Related Documents to the Purchaser, but such sale 15 (Appointment of Process Agent)) without liability on its part and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to claim all damages, Losses and expenses suffered or incurred arising from the default; (b) to effect Completion so far as practicable having regard (and without prejudice) to the defaults which have occurred; or (c) to fix a sufficient covenant new date for Completion (being not more than 20 Business Days after the agreed date for Completion) in which case the provisions of indemnity inserted in the assignment in order for Schedule 6 shall apply to Completion as so deferred but provided such deferral may only occur once. 6.4 The Vendor shall, and shall procure that Anlai shall, and the Purchaser to assume all liabilities shall, and obligations pertaining to shall procure that the property. The Assignee PRC Purchaser shall, undertake, covenant and agree that notwithstanding any other provision in this Agreement or the SDTCL SPA: (a) the Vendor and the Purchaser shall not be required to assign complete any of the property to transactions contemplated under this Agreement or the SDTCL SPA unless such agreements are completed contemporaneously; (b) if this Agreement is terminated for any person other than reason, the parties irrevocably agree (and shall procure Anlai (in the case of the Vendor) and the PRC Purchaser (in the case of the Purchaser. b) If to agree) that the separate document SDTCL SPA shall be terminated with effect from the termination of title or strata title for this Agreement and each party shall procure Anlai (in the property has been issued whether before, on or after the date case of the auction saleVendor) and the PRC Purchaser (in the case of the Purchaser) to execute such documents and perform such acts and things as either of the Vendor or the Purchaser may reasonably require to terminate the SDTCL SPA; (c) if the SDTCL SPA is terminated for any reason, the Assignee parties irrevocably agree that this Agreement shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by terminated with effect from the National Land Code, 1965 in favour termination of the Purchaser from SDTCL SPA and each party shall execute such documents and perform such acts and things as either of the Developer Vendor or the Proprietor Purchaser may reasonably require to terminate this Agreement; and (as d) if there is any inconsistency between the case may be). The transfer terms of the Property from the Developer or Proprietor (as the case may be) shall be procured this Clause 6.4 and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority other term in this Agreement or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the MemorandumSDTCL SPA, the Assignment and subsequent transfer (as the case may be) provisions of this Clause 6.4 shall be borne and paid by the Purchaserprevail.

Completion. a) Within 120 days from The completion of the sale and purchase of the Sale Shares shall take place at such place as may be agreed between the Parties, on the date of the auction sale payment of the First Payment (“Payment Due Completion Date”). Vendor shall execute and deposit the following documents with the Purchaser immediately upon the execution of the Disposal SSA: (i) the valid but unstamped form of transfer of securities pursuant to Section 105 of the Act duly executed by the Vendor as transferor of the Sale Shares (“Transfer”); (ii) the original share certificates in respect of the Sale Shares free from all encumbrances and with full legal and beneficial title duly registered in the name of Vendor; (iii) the undated directors’ resolution in writing (“DRW”) of Kumpulan Voir duly signed by all the directors of Kumpulan Voir approving and authorising the transfer and registration of the Sale Shares in the name of the Purchaser, the Purchaser shall deposit with issuance of new share certificates in the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% name of the successful bid (“Balance Sum”) by way Purchaser and the cancellation of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount previous share certificates registered in the name of the cheque shall include outstation clearing charges which shall be borne Vendor; (iv) the undated DRW of Kumpulan Voir duly signed by all the directors of Kumpulan Voir approving the appointment of such persons as the Purchaser may nominate as the directors of the Kumpulan Voir; and (v) the undated DRW of the Kumpulan Voir duly signed by all the directors of Kumpulan Voir authorising the change of signatories of all bank account(s) of the Kumpulan Voir to the representative nominated by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly required. The Purchaser may at its absolute discretion to the Assignee being satisfied with the conditions if waive any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted requirement in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Disposal SSA contained but shall not be required obliged to assign complete the property to purchaser of any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, Sale Shares unless the Assignee shall not be required to register its charge(s) nor to procure a transfer remaining requirement in Form 14A as prescribed by the National Land Code, 1965 in favour Clause 4.2 of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) Disposal SSA have been fulfilled, failing which this Disposal SSA shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply terminated in accordance with the conditions (if any) imposed by termination clause as stipulated herein. Thereafter, neither Party shall have any claims against the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the propertyother. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee Assignee/Bank simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee Assignee/Bank being satisfied with the conditions if any imposed (otherwise the Assignee Assignee/Bank may terminate the sale under Clause 9) Then then the Assignee Assignee/Bank will execute an assignment (in form and substance acceptable to the Assignee/Bank) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Assignee/Bank shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Assignee/Bank shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee Assignee/Bank shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 or the equivalent in the Sarawak Land Code (Cap.81) in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rent, Assessmentquit rent,assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from payable by the purchase money upon receipt of purchaser absolutely together with the Balance sumSum, provided that and the Assignee/Bank is in receipt of shall be furnished with the itemized billing and receipt for Quit Rentquit rent, Assessment assessment bills , service/maintenance charges, sinking fund (including the late penalty interest (if any) issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any Any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee Assignee/Bank nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii) If sales and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the sales and services tax, currently at 8% of the Purchase Price, shall be deposited by way of bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD; and iiiii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If In the event that the separate document of title or strata title for to the property Property has been or is issued whether beforeprior to, on or after the date of the auction sale, : -. i. i the Assignee shall not be at anytime required to register its charge(s) nor to procure a memorandum of transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be); ii. The if there are any restrictions in interests affecting the Property, the Purchaser shall comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7 above; iii. upon and subject to the payment in full of the Balance Purchase Price in accordance with Clause 7 above and all other moneys (if any) payable by the Purchaser in accordance with the terms and conditions contained herein these Conditions Of Sale and upon and subject to the Purchaser at the Purchaser’s own absolute responsibility and costs and expenses obtaining the confirmation and/or consent as applicable from the Developer and/or the Proprietor, the relevant authorities and/or bodies, as the case may be, for the completion of the sale and purchase and/or the transfer of the Property from the Assignee to the Purchaser as may be required; iv. where the Developer or (and/or the Proprietor (as the case may be) and/or the relevant authorities and/or bodies is/are agreeable to a direct transfer the title in the Property to the Purchaser, it shall be procured the Purchaser’s own absolute responsibility and prepared by the Purchaser at the Purchaser’s sole and absolute costs and expense who undertakes (including and not limited to pay legal fees, stamp duty, registration fees and such sums moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and comply obtain from the Developer, the Proprietor or such relevant authority or body, the Developer’s, the Proprietor’s or such relevant authority’s or body’s execution of the Memorandum of Transfer in respect of the Property as a direct transfer in favour of the Purchaser as transferee and all relevant documents in support for the registration of the said Memorandum Of Transfer. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid and shall not in any way be responsible or liable to the Purchaser for any of the same (including and not limited to obtaining the said Memorandum of Transfer and/or documents in favour of the Purchaser and/or any delay in obtaining any of the same); and v. where the Developer (and/or the Proprietor as the case may be) and/or the relevant authorities and/or bodies is/are not agreeable to a direct transfer of the title in the Property to the Purchaser, it shall be the Purchaser’s own absolute responsibility and at the Purchaser’s sole and absolute costs and expense (including and not limited to legal fees, stamp duty, registration fees and such moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and submit to the Assignee’s solicitors for the Assignee’s execution, the Memorandum of Transfer in respect of the Property in favour of the Purchaser as transferee. In such situation, the Purchaser acknowledges and admits that the Purchaser shall not be entitled to and shall not present the Memorandum of Transfer in favour of the Purchaser as transferee for registration at the relevant land office / registry until and unless the memorandum of transfer in respect of the Property in favour of the Assignor as transferee shall have first been duly executed by the relevant persons and delivered to the Assignee’s solicitors for the Assignee’s or the Assignee’s solicitors’ further action. The Purchaser shall be absolutely responsible for and shall be solely and absolutely liable for all fees, costs and expenses in connection with the conditions preparation, stamping and registration of the memorandum of transfer in favour of the Assignor as transferee (including and not limited to the payment of any moneys payable or owing to the Developer and/or the relevant authorities and/or bodies). The memorandum of transfer in favour of the Assignor as transferee shall only be delivered to the Purchaser or the Purchaser’s solicitors upon full payment of the Balance Purchase Price in accordance with the provisions of Clause 7 above and all other moneys (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne payable by the Purchaser solelyin accordance with the terms and conditions contained herein these Conditions of Sale. All other charges as at The Assignee, the date Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of auction sale any of the aforesaid matters and shall not specified in Clause 7(c) any way be responsible or liable to the Purchaser for any of the same (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding any delay that may arise in the delivery to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting ’s solicitors the property and shall be deemed to purchase memorandum of transfer in all respects subject thereto whether or not he makes any enquiry and neither favour of the Assignee nor Assignor as transferee and/or the Auctioneer shall be required or bound to inform Memorandum of Transfer in favour of the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.transferee)

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC ▇▇-▇▇▇▇ BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank Assignee is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ billings are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Assignee and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 7.1 Completion shall take place at 13:00 on the Completion Date at the offices of the Seller’s Solicitors or at such other place as is agreed in writing by the Sellers and Purchaser. 7.2 At Completion the Sellers shall undertake those actions listed in Part A of Schedule 3 (Completion Arrangements). 7.3 At Completion the Purchaser shall undertake those actions listed in Part B of Schedule 3 (Completion Arrangements). 7.4 If there is a breach of Clause 7.2 and Part A of Schedule 3 (Completion Arrangements) on the Completion Date which is capable of being remedied, the Completion Date shall be deferred for a period of five (5) Business Days (the “Cure Period”). Notwithstanding any provision to the contrary herein, where there has been a breach of Clause 7.2 and Part A of Schedule 3 (Completion Arrangements) and the breach is (i) incapable of being remedied within the Cure Period or at all; or (ii) capable of being remedied but has not been remedied within the Cure Period the Purchaser shall not be obliged to complete this Agreement and may: (a) Within 120 days defer Completion (with the provisions of this Clause 7 applying to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights and remedies under this Agreement); or (c) treat this Agreement as terminated for breach of condition, provided that the Parties’ accrued rights and obligations under this Agreement and their rights and obligations under the Continuing Provisions shall continue to subsist, but in all other respects the Parties’ rights and obligations under this Agreement shall cease. 7.5 ▇▇▇▇ ▇▇▇▇ undertakes to indemnify and hold the Purchaser harmless from and against all Losses suffered or incurred by it as a result of any document delivered to it pursuant to Clause 7.2 being unauthorised or otherwise ineffective. 7.6 The Purchaser may treat this Agreement as terminated where any change, event or circumstance occurs after the date of this Agreement but prior to the auction sale (“Payment Due Date”)Completion Date which has or which, in the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour reasonable opinion of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled or is likely to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser Material Adverse Effect. 7.7 The Ordinary Shareholder undertakes to assume all liabilities and obligations pertaining pay to the property. The Assignee shall not be required relevant Group Company an amount equal to assign all Losses which it may suffer or incur in respect of the property resignations referred to any person other than the Purchaserin paragraph 1.5 of Part A of Schedule 3 (Completion Arrangements). b) If the separate document of title or strata title for the property has been issued whether before, on or after the date 7.8 The payment of the auction saleABRY Consideration, the Assignee GM Consideration and the Escrow Amount in accordance with Clause 3 and Part B of Schedule 3 (Completion Arrangements) shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by discharge the National Land Code, 1965 in favour obligations of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured under Clauses 2 and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not 3 and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for not be concerned with the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid application of such sum by the PurchaserSellers.

Completion. a) Within 120 days from 5.1 Subject to Clause 6 and the date of the auction sale fulfillment (“Payment Due Date”)or waiver, the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by of all conditions precedent, the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer Completion of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale and purchase of the subject property SPA Sale Shares contemplated in this Agreement shall be deducted from the purchase money upon receipt of the Balance sumtake place at 10:00am at ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent▇▇▇▇ ▇▇▇▇▇, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇▇ are not submitted within ▇▇▇▇▇, 10 Harcourt Road, Central, Hong Kong on the stipulated ninety Completion Date, or such other date as the parties may agree from time to time when the business described in Clauses 5.3, 5.4, 5.5 and 5.6 will be simultaneously transacted. 5.2 Seven (907) days from Business Days before the auction dateCompletion of the Agreement, any subsequent claims made thereunder will not the Vendor shall prepare or cause the Share Transfer Agent to prepare share certificates representing the number of SPA Sale Shares to be entertained sold to the Purchaser bearing the appropriate Securities Act legend, duly executed in favor of the Purchaser. The newly issued share certificates representing the SPA Sale Shares shall be delivered by the Assignee/Bank Share Transfer Agent and received by the Vendor one (1) Business Day before the Completion Date. 5.3 On the Completion Date, the Vendor shall deliver or cause to be delivered to the Purchaser where specified, inter alia, the following documents: (a) certified copies of board resolutions of the Vendor approving the sale of the SPA Sale Shares, the entry into and consummation of this Agreement as referred to in Clause 3.1(a); (b) a certified true copy of the minutes of a meeting of the board of directors of the Issuer at which the directors have approved, subject to Completion, the registration of the Purchaser and/or its nominees, as applicable, as shareholders of the Issuer in respect of the SPA Sale Shares; (c) certified copies of all powers of attorney or other authorities under which any of the documents referred to in this Clause 5.3 is executed; (d) subject to the satisfaction of Clauses 3, 5 and other terms and conditions of this Agreement, on the Completion Date, the Vendor shall deliver the newly issued share certificates representing the SPA Sale Shares to the Purchaser on the Completion Date; the Purchaser shall provide a confirmation of receipt of such certificates to the Vendor. 5.4 On the Completion Date, unless the Vendor and the same shall be borne by Purchaser have agreed to settle the payment of the Consideration in any other manner, the Purchaser solely. All other charges as at shall issue and deliver a ▇▇▇▇▇▇’▇ order in an amount representing the date of auction sale not specified Consideration in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding 4.1 to the Developer and/or other authority/parties) Vendor; the Vendor shall not be borne by provide a confirmation of receipt of the Assignee/Bank. The Consideration in Clause 4.1 to the Purchaser. 5.5 On the Completion Date, the Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant deliver to the Assignment Vendor certified copies of board resolutions of the Purchaser approving the entering into and performance of this Agreement and the execution of all other documents necessary for effecting contemplated hereunder as referred to in Clause 3.1(b). 5.6 Subject to the transfer or assigning satisfaction of Clauses 3, 5 and other terms and conditions of this Agreement , on the beneficial ownership Completion Date, the Vendor shall cause the Issuer to issue a written instruction to the Share Transfer Agent authorizing and requesting the Share Transfer Agent to enter and record the name of the Purchaser and/or its nominee, in the property register of members of the Issuer as registered shareholder of the Issuer. The Vendor shall cause the Issuer to take necessary steps to update the Purchaser d) The Purchaser is responsible to make his own enquiries copy of the register of members maintained at the registered office of the Issuer in the British Virgin Islands in accordance with the relevant laws and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoregulations. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 7.1 Completion shall take place at the offices of the Vendor’s Solicitors (or any other location agreed upon in writing by the Vendor and the Purchaser) on the fifth Business Day following notice given by the Purchaser pursuant to clause 4.7 or, if later, at such other time as the Vendor and Purchaser shall mutually agree in writing, when: (a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with deliver or cause to be delivered to the Solicitors appointed other the items listed in Part 2 of Schedule 2; (b) the Purchaser shall procure the payment to the Vendor of an amount equal to the Consideration by electronic transfer of cleared funds to the Designated Account ; (c) the Purchaser shall procure the repayment by the Assignee simultaneously: i) A sum equivalent to 90% Company of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Holdings Debt Balance, such repayment to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne satisfied by the Purchaserpayment by the Company of a sum equal to the Intra-Group Indebtedness by an electronic transfer of cleared funds to the Designated Account; (d) subject to the Purchaser performing its obligations as aforesaid, failing which the deficiency Vendor shall deliver or cause to be recoverable from delivered to the PurchaserPurchaser the items listed in Part 1 of Schedule 2; and ii(e) A copy subject to the Purchaser performing its obligations as aforesaid the Vendor shall procure that the business specified in Part 3 of Schedule 2 is transacted at meetings of the requisite consents directors of the DeveloperCompany and each of the UK Subsidiaries. 7.2 The Vendor hereby confirms that the payment of the amounts equal to the Intra-Group Indebtedness and Consideration into the Designated Account shall be a sufficient discharge for the Purchaser of its obligations under clauses 3.1, Proprietor 7.1(b) and / 7.1(c) and the Purchaser shall not be concerned to see to the application thereof or State Authorities be responsible for the loss or relevant bodies approving misapplication of such sum. 7.3 Pending Completion, the sale Vendor shall use its reasonable endeavours to organise: (a) the issue of share certificates by the non-UK Subsidiaries in favour of the Purchaser, if necessary, subject firstly shareholder member of such Non-UK Subsidiaries; and (b) any amendments required to the Assignee being satisfied with register of members of the conditions if any imposed (otherwise Non-UK Subsidiaries detailed in the Assignee may terminate disclosure, made against warranty 6 of Part 2 of Schedule 4 of this Agreement, of the sale under Clause 9) Then Disclosure Letter, to reflect the Assignee will execute an assignment (in form and substance acceptable correct shareholder member of such Subsidiary, but only to the Assigneeextent such Subsidiary is required to maintain a register of members by the jurisdiction of its incorporation, and for this purpose, in each case reasonable endeavours shall be limited to instructing the Key Employees to organise such issue and amendment (as the case may be) and deliver up the Related Documents providing all such reasonable assistance to the Purchaser, but Key Employees and each non-UK Subsidiary to facilitate such sale issue and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor amendment (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 4.1 Subject to the date fulfilment or waiver (if waived by the Purchaser and/or each of the auction sale (“Payment Due Date”)Sellers, the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be), in accordance with this Agreement) of all Conditions Precedent, the Completion Date shall be the date that is 7 (seven) Business Days after the date of receipt by the Purchaser of the Sellers’ CP Confirmation and each of the Sellers of the Purchaser’s CP Confirmation (subject to Clause 3.7) or such other date as may be agreed in writing between the Purchaser and all the Sellers. Unless otherwise agreed between the Parties, Completion shall take place at 10:00 a.m. local time at the registered office of the Company. At least 2 (two) Business Days prior to the proposed Completion Date: (a) the Sellers shall make available for inspection to the Purchaser and/or any of its representatives, copies of duly completed delivery instructions, in the prescribed form, for the transfer of Sale Shares from the respective Seller’s Demat Account to the Purchaser’s Demat Account; and (b) the Purchaser shall make available for inspection to each of the Sellers and/or their representatives a copy of the instructions to be issued by the Purchaser to its bank, as on the Completion Date, to transfer the Purchase Consideration as set out in Schedule I to each of the Seller’s Bank Account. 4.2 On the Completion Date, the events set out below shall take place simultaneously and no event set out below shall have been deemed to have occurred unless all of the other events have occurred in the manner as set out herein: (a) The Purchaser shall provide each of the Sellers with a copy of the irrevocable instructions issued by the Purchaser to its bank, as on the Completion Date, to transfer the Purchase Consideration (as set out in Schedule I against each Seller) to each of the Seller’s Bank Account. It is clarified that, subject to Clause 10.2 and Clause 10.3 hereof, the Purchaser shall not deduct and withhold from the Purchase Consideration or any other amount payable under this Agreement, any amounts as withholding tax. (b) Each of the Sellers shall deliver to the respective Seller Depository Participant, duly executed delivery instructions, in the prescribed form, for the transfer of Sale Shares from the respective Seller’s Demat Account to the Purchaser’s Demat Account and cause the respective Seller’s Depository Participant to acknowledge such instructions and deliver a copy of such acknowledgement to the Purchaser. (c) The Purchaser shall execute and the Sellers shall file the Form FC-TRS along with all necessary documents in relation to the transfer to the Purchaser of the Sale Shares if applicable, and deliver a copy acknowledging receipt by the authorized dealer to the Purchaser and the Company. (d) A meeting of the board of directors of the Company shall be convened to approve the following: (i) the transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared Sale Shares by the Purchaser at Sellers to the Purchaser’s expense who undertakes ; (ii) the resignation of all director(s) appointed to pay such sums and comply with the conditions (if any) imposed board of directors of the Company by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within Block and IDFCPE II and 2 (two) directors appointed to the stipulated ninety board of directors of the Company by TSL and TTSL collectively; (90iii) days from the auction date, any subsequent claims made thereunder will not be entertained appointment of Persons as additional directors on the board of directors of the Company as nominees of the Purchaser in accordance with the New Shareholders Agreement; (iv) the revocation of all powers given by the Assignee/Bank board of directors of the Company to the resigning directors, including all powers given to the managing director, and grant of powers to the same shall new directors in such manner as may be borne required by the Purchaser solely. All other charges as in accordance with the terms of the New Shareholders Agreement; (v) the entry of the Purchaser’s name in the register of members and the names of the additional directors in the register of directors; (vi) the making of relevant entries in the register of share transfer of the Company; (vii) the revised articles of association of the Company in accordance with the New Shareholders Agreement; (viii) the convening of meeting of shareholders of the Company at short notice to approve the date of auction sale not specified actions stated in Clause 7(c4.2(d)(iii) and Clause 4.2(d)(vii); and (including but not limited ix) resignation of the existing independent directors as on the Completion Date and appointment of new independent directors in accordance with the New Shareholders Agreement. (e) A meeting of the shareholders of the Company shall be convened to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding approve the following: (i) the appointment of Persons as regular directors on the board of directors of the Company as nominees of the Purchaser in accordance with the New Shareholders Agreement; and (ii) the revised articles of association of the Company in accordance with the New Shareholders Agreement. (f) The Company shall deliver to the Developer and/or other authority/partiesPurchaser or its representative certified true copies of resolutions of the board of directors and shareholders of the Company set out above. (g) shall not be borne by the Assignee/Bank. The Purchaser shall bear have delivered certified copies of (i) its charter documents, bylaws and pay all fees such other constitutive documents, (ii) the resolutions of its stockholders and expenses including but not limited to all legal feesboard of directors approving its entry into, stamp duty and registration fees in connection withcompletion of, incidental to or pursuant the transactions contemplated by this Agreement, to the Assignment extent required under applicable Law, and all (iii) a list of the directors, officers and other documents necessary for effecting nominee(s) authorized to sign on behalf of the transfer or assigning Purchaser together with their specimen signatures. (h) Each Seller shall have delivered certified copies of (i) its charter documents, bylaws and such other constitutive documents; and (ii) the beneficial ownership in resolution of its stockholders and board of directors approving its entry into, and completion of, the property transactions contemplated by this Agreement, to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be extent required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretounder applicable Law. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 4.1 Completion shall take place as soon as practicable after the date signing of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor this Agreement and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or event within five Business Days after the date of the auction salethis Agreement, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour accordance with this clause 4. Each of the Purchaser from Parties shall, as soon as the Developer or Nasdaq market opens for trading after the Proprietor (signing of this Agreement, issue to its respective nominated brokers the irrevocable instructions referred to in clause 4.2(b)or clause 4.3(b) as the case may be). The . 4.2 At or before Completion, the Vendor shall deliver or ensure that there is delivered to the Purchaser (or made available to the Purchaser’s satisfaction): (a) certified true copies of the resolutions passed by the board of directors of the Vendor authorizing and approving the transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by Sale Shares to the Purchaser at or its nominee; (b) contemporaneously with the Purchaser’s expense who undertakes performance of its obligations under clause 4.3, all necessary documentation required to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer effect settlement of the property. c) “ Any arrears Sale Shares on the United States National Association of Quit RentSecurities Dealers Automated Quotations, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale a copy of the subject property shall be deducted Vendor’s irrevocable instruction to its nominated broker to debit the Sale Shares from its securities account and credit the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property Sale Shares to the Purchaser d) The ’s nominated securities account or otherwise as the Purchaser is responsible may direct, and to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase enable title in all respects subject thereto whether or not he makes any enquiry the Sale Shares to pass fully and neither effectively into the Assignee nor the Auctioneer shall be required or bound to inform name of the Purchaser or its nominee; and (c) the share certificates or equivalent documents in respect of any all of the Sale Shares, if any. 4.3 At Completion, the Purchaser shall, contemporaneously with the Vendor’s performance of its obligations under clause 4.2(b): (a) pay to the Vendor the Consideration by payment to the Purchaser’s nominated broker for such matters whether known broker to them execute settlement on the Sale Shares on behalf of the Purchaser with the Vendor’s nominated broker, or not otherwise by payment to the Vendor or as the Vendor shall direct; and (b) deliver to the Vendor a copy of the Purchaser’s irrevocable instruction to its bankers to remit by wire transfer an amount equal to the Consideration to the Purchaser’s nominated broker and a copy of its instruction to the nominated broker to effect settlement. 4.4 The Vendor shall use all reasonable efforts, and the Purchaser shall raise no enquirycooperate, requisition to procure at or objection thereon upon Completion the entry of the name of the Purchaser or theretoits nominee as holder of the Sale Shares in the register of members of PacNet. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a4.1 Subject as provided in paragraph 6, Completion of any transfer of any Acquired Business or part thereof, shall take place at such location outside the United Kingdom as the parties shall agree (taking into account the possible imposition of Transfer Taxes) Within 120 days from on the date Completion Date applicable to that Completion when the parties shall do such things and execute such documents as may reasonably be required by any other party to complete the relevant transfer including complying with the terms of any agreement relating to the implementation of any Legal Demerger or if the transfer is taking place by means of a sale and purchase by implementation of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneouslyfollowing: 4.1.1 the Company shall procure that at Completion the RBS Holdings Group will procure the delivery to the relevant Investor, at such location or locations as each Investor may reasonably specify not later than 2 Business Days prior to the Completion Date, of: (i) A sum equivalent undated transfers (to 90% the extent required) in respect of such of the successful bid (“Balance Sum”) relevant Acquired Company Shares as are registered, duly executed by way or on behalf of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor registered holder and / or State Authorities or relevant bodies approving the sale completed in favour of the Purchaserrelevant Investor or as it may direct, if necessary, subject firstly together with any certificates in respect of such Acquired Company Shares (to the Assignee being satisfied with extent required, duly endorsed in blank or in the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment name of the chose relevant Investor); (ii) share warrants to bearer in action shall be prepared by and at the expense respect of such of the Purchaser. Where applicablerelevant Acquired Company Shares as are not in registered certificated form; and (iii) such other documents, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not notarial deeds or certificates, transfers or written consents as may be required to assign give a good title to such Acquired Company Shares or of the property relevant Acquired Business Assets and (where appropriate) to enable the relevant transferee to become the registered holders thereof; 4.1.2 the Company shall procure that any person other than transfers referred to above be duly registered to the Purchaser.extent required (subject only to their being duly stamped where applicable); b) If 4.1.3 the separate document Company shall procure the RBS Holdings Group to make available for collection at the normal location at which they are held, used or stored and give physical possession to each Investor or as it may direct of such of the Acquired Business Assets as are transferable by delivery and deliver to the transferee company under the relevant Legal Demerger or, on a sale and purchase, to the relevant Investor or as it may direct such documents of title or strata other records establishing title to the relevant Acquired Business Assets as are within its possession or control; 4.1.4 if the transfer is being effected by means of a sale and purchase, the relevant Investor shall pay, or procure the payment by electronic funds transfer (for value on the property has been issued whether beforeday of transfer) to such bank account or accounts as the Company may specify, on or after not later than 2 Business Days prior to the date relevant Completion Date the relevant proportion of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining fair market value applicable to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by assets being transferred on the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety Completion (90) days from the date of sale. For avoidance of doubt, determined in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoaccordance with paragraph 3.2). e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) which includes the balance SST by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the PurchaserPurchaser , failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ “Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee Assignee/Bank simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee Assignee/Bank being satisfied with the conditions if any imposed (otherwise the Assignee Assignee/Bank may terminate the sale under Clause 9) Then then the Assignee Assignee/Bank will execute an assignment (in form and substance acceptable to the Assignee/Bank) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Assignee/Bank shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Assignee/Bank shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee Assignee/Bank shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 or the equivalent in the Sarawak Land Code (Cap.81) in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, fire insurance, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject (including the late payment interest (if any) property shall be deducted from payable by the purchase money upon receipt of purchaser absolutely together with the Balance sumSum, provided that and the Assignee/Bank is in receipt of shall be furnished with the itemized billing and receipt for Quit Rentquit rent, Assessment bills assessment bills, service/maintenance charges, fire insurance, sinking fund (including the late payment interest (if any) issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any Any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee Assignee/Bank nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC ▇▇-▇▇▇▇ BANK (MALAYSIA) BERHAD, BERHAD . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii. if goods and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the goods and services tax, currently at 6% of the Purchase Price, shall be deposited by way of bank draft or cashier's order crossed "A/C PAYEE ONLY" made payable to OCBC ▇▇-▇▇▇▇ BANK BERHAD ; and ii) A iii. a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If b. In the event that the separate document of title or strata title for to the property Property has been or is issued whether beforeprior to, on or after the date of the auction sale, : - i. the Assignee shall not be at anytime required to register its charge(s) nor to procure a memorandum of transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be); ii. The if there are any restrictions in interests affecting the Property, the Purchaser shall comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7 above; iii. upon and subject to the payment in full of the Balance Purchase Price in accordance with Clause 7 above and all other moneys (if any) payable by the Purchaser in accordance with the terms and conditions contained herein these Conditions Of Sale and upon and subject to the Purchaser at the Purchaser’s own absolute responsibility and costs and expenses obtaining the confirmation and/or consent as applicable from the Developer and/or the Proprietor, the relevant authorities and/or bodies, as the case may be, for the completion of the sale and purchase and/or the transfer of the Property from the Assignee to the Purchaser as may be required; iv. where the Developer or (and/or the Proprietor (as the case may be) and/or the relevant authorities and/or bodies is/are agreeable to a direct transfer the title in the Property to the Purchaser, it shall be procured the Purchaser’s own absolute responsibility and prepared by the Purchaser at the Purchaser’s sole and absolute costs and expense who undertakes (including and not limited to pay legal fees, stamp duty, registration fees and such sums moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and comply obtain from the Developer, the Proprietor or such relevant authority or body, the Developer’s, the Proprietor’s or such relevant authority’s or body’s execution of the Memorandum of Transfer in respect of the Property as a direct transfer in favour of the Purchaser as transferee and all relevant documents in support for the registration of the said Memorandum Of Transfer. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid and shall not in any way be responsible or liable to the Purchaser for any of the same (including and not limited to obtaining the said Memorandum of Transfer and/or documents in favour of the Purchaser and/or any delay in obtaining any of the same); and v. where the Developer (and/or the Proprietor as the case may be) and/or the relevant authorities and/or bodies is/are not agreeable to a direct transfer of the title in the Property to the Purchaser, it shall be the Purchaser’s own absolute responsibility and at the Purchaser’s sole and absolute costs and expense (including and not limited to legal fees, stamp duty, registration fees and such moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and submit to the Assignee’s solicitors for the Assignee’s execution, the Memorandum of Transfer in respect of the Property in favour of the Purchaser as transferee. In such situation, the Purchaser acknowledges and admits that the Purchaser shall not be entitled to and shall not present the Memorandum of Transfer in favour of the Purchaser as transferee for registration at the relevant land office / registry until and unless the memorandum of transfer in respect of the Property in favour of the Assignor as transferee shall have first been duly executed by the relevant persons and delivered to the Assignee’s solicitors for the Assignee’s or the Assignee’s solicitors’ further action. The Purchaser shall be absolutely responsible for and shall be solely and absolutely liable for all fees, costs and expenses in connection with the conditions preparation, stamping and registration of the memorandum of transfer in favour of the Assignor as transferee (including and not limited to the payment of any moneys payable or owing to the Developer and/or the relevant authorities and/or bodies). The memorandum of transfer in favour of the Assignor as transferee shall only be delivered to the Purchaser or the Purchaser’s solicitors upon full payment of the Balance Purchase Price in accordance with the provisions of Clause 7 above and all other moneys (if any) imposed payable by the Developer Purchaser in accordance with the terms and / conditions contained herein these Conditions of Sale. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or Proprietor agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid matters and / shall not in any way be responsible or their solicitors and / or relevant authorities pertaining liable to the registration of such transfer Purchaser for any of the property.same (including but not limited to any delay that may arise in the delivery to the Purchaser or the Purchaser’s solicitors the memorandum of transfer in favour of the Assignor as transferee and/or the Memorandum of Transfer in favour of the Purchaser as transferee) c) “ c. Any arrears of Quit Rentquit rent, Assessmenttaxes, service/rates, assessment, service / maintenance charges, charges and sinking fund (including the any late penalty interest (if anyinterest) which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be deducted from the purchase money Purchase Price upon receipt of the Balance sum, provided that the Assignee/Bank is Sum. The Purchaser shall pay such arrears (if any) in receipt of the itemized billing for Quit Rent, Assessment bills issued by advance to the relevant authority and or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleDeveloper or Proprietor or relevant third parties. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are Purchaser is not submitted within entitled to deduct the stipulated ninety payment(s) towards the arrears (90if any) days from the auction date, any subsequent claims Balance Sum. Due apportionment and reimbursement for the payments (if any) made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solelytowards the arrears shall only be made after the Assignee has received the Balance Sum and for this purpose, the Purchaser shall produce receipts evidencing the payments. All Any other charges as at the date of auction sale not specified in Clause 7(c7 (c) (including but not limited to water bills, electric electricity bills, sewerage charges, telephone telephones bills and/or other monies whatsoever outstanding to the Developer and/or other authority/authorities / parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC ▇▇-▇▇▇▇ BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 3.1 Completion shall take place on the date Completion Date at office of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ of 4009 Gloucester Tower, The Landmark, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or at such other place and time as the stipulated ninety Company and the Subscriber may agree in writing when all of the following matters shall be transacted: (90a) days from The Subscriber shall deliver to the auction date, any subsequent claims made thereunder will not be entertained Company a letter applying for the Subscription Shares at the Subscription Price signed by the Assignee/Bank Subscriber substantially in the form of Schedule 2; (b) The Subscriber shall execute and deliver to the Company the Deed of Release and Waiver and the same Supplemental Agreement; (c) The Subscriber shall be borne pay the Total Subscription Price for the Subscription Shares to the Company in accordance with the provisions herein by depositing the Total Subscription Price in immediately available funds to the bank account designated by the Purchaser solely. All other charges Company or by banker’s draft on or prior to the Completion Date; (d) Subject to the Subscriber having paid the Total Subscription Price, the Company shall: (i) allot and issue to the Subscriber, as at fully paid, the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage Subscription Shares free from all charges, telephone bills and/or liens, encumbrances, equities or other monies whatsoever outstanding third party rights, claims or interests, and shall procure the registration of the Subscriber as holder of the Subscription Shares in the register of members of the Company; and (ii) deliver to the Developer and/or other authority/partiesSubscriber share certificate(s) issued in the name of the Subscriber for the Subscription Shares. (e) The Company shall deliver to the Subscriber: (i) a copy of the board resolutions of the Company approving and authorising the execution and performance of this Agreement, the allotment and issue of the Subscription Shares to the Subscriber in accordance with the terms of this Agreement and the delivery of share certificate(s) of the Subscription Shares to the Subscriber; (ii) a copy of the resolutions of the shareholders of the Company approving the subscription of the Subscription Shares and the appointment of LIANG ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇ Xin and ▇▇▇▇ ▇▇▇▇ Min as directors of the Company and the holders of the Preference Shares waiving their right to adjust the conversion price in respect of the issue of the Subscription Shares; (iii) the Supplemental Agreement duly executed by the Company and all the Shareholders; (iv) the Deed of Release and Waiver duly executed by the Company and by the Shareholders holding Preference Shares; and (v) indemnification agreement in favour of ▇▇▇ ▇▇▇ Xin and ▇▇▇▇ ▇▇▇▇ Min, the nominee directors of the Subscriber in the form set out in the Shareholders Agreement. (f) The Subscriber shall deliver to the Company a certified true copy of its board resolutions for the approval and authorisation of the execution and performance of this Agreement, the Supplemental Agreement and the Deed of Release and Waiver. 3.2 The Company shall not be borne obliged to complete this Agreement unless the Subscriber shall have fully complied with all of its requirements in Clause 3.1(a), (b), (c) and (f). 3.3 In the event that Completion has not taken place on the Completion Date (or at such later date as may be agreed in writing by the Assignee/Bank. The Purchaser Company and the Subscriber) as a result of the sole default on the part of the Subscriber, the Company shall bear and pay all fees and expenses including but not limited by written notice to all legal fees, stamp duty and registration fees in connection with, incidental the Subscriber terminate this Agreement provided that any right or obligation of any party against or towards any of the other parties accrued or arising under this Agreement prior to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and as a result of such termination shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any survive such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretotermination. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 10.1 Completion shall take place at the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour offices of the Purchaser’s Solicitors on the fifth Business Day next following the satisfaction or waiver of the Conditions, if necessary, subject firstly or such other date and place as the parties may agree in writing. 10.2 At Completion the Sellers shall procure: (a) delivery to the Assignee being satisfied with the conditions if any imposed Purchaser of: (otherwise the Assignee may terminate the sale under Clause 9i) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 duly executed transfers in favour of the Purchaser from the Developer (or the Proprietor (as the Purchaser may direct in writing to the Sellers) in respect of all the Shares together with, if relevant, a certified copy of any power of attorney under which any such transfer or other document referred to in this clause 10.2 has been executed; (ii) the share certificate(s) representing the Shares (or an indemnity in a form reasonably satisfactory to the Purchaser in the case may beof any found to be missing). The transfer ; (iii) in respect of the Property from Company, the Developer or Proprietor (as the case may be) shall be procured statutory registers and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums minute books, in each case, complete and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer accurate up to the date immediately before Completion and the certificate of successful sale incorporation and any certificate(s) of incorporation on change of name and any share certificate books; (iv) the Lease Termination Deed, duly executed by the Landlord and the Company; (v) the New Lease, duly executed by the Landlord and the Company; (vi) the Disclosure Letter duly signed by each of the subject property shall be deducted Sellers; (vii) the Escrow Agreement duly executed by each of the Sellers and the Seller’s Solicitors; (viii) letters of resignation in Agreed Form from the purchase money upon receipt sole director and the secretary of the Balance sumCompany; (ix) compromise agreements in Agreed Form between the Company and each Seller, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued duly executed by the relevant authority Seller in each case; (A) statements from each bank at which the Company has an account giving the balance of each account at the close of business on the last Business Day before Completion, (B) details of its cash book balances, and (C) reconciliation statements reconciling the cash book balances and the Developer’s invoice/statement cheque books with the bank statements delivered; and (xi) all assets of account from the Purchaser within ninety (90) days from Company which are in the date possession of sale. For the Sellers including, for the avoidance of doubt, credit cards, but excluding any assets which are to be transferred to the Sellers pursuant to the terms of the compromise agreements referred to in clause 10.2(ix);. (b) that a board meeting of the event such invoices and/or itemized Company is held at which resolutions are passed to: (i) appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ Dharwar as additional directors of the Company; (ii) change the registered office of the Company to ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety ▇▇▇ ▇▇▇; (90iii) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and approve (subject only to the same being duly stamped) the transfers referred to in clause 10.2(a)(i) above for registration; (iv) approve and execute the compromise agreement(s) referred to in clause 10.2(a)(ix); (v) revise its bank mandates in such manner as the Purchaser requires. 10.3 On Completion the Purchaser shall: (a) pay the sum of £18,000,000 (eighteen million pounds sterling) by electronic funds transfer and shall pay the Escrow Amount into the Escrow Account, in each case in accordance with clause 3.2, which payments shall be borne a sufficient discharge of the Purchaser’s obligations in respect of the Consideration; (b) deliver to the Sellers a duly signed counterpart of the Disclosure Letter; and (c) deliver to the Sellers a counterpart of the Escrow Agreement, duly signed by the Purchaser solely(or Member of the Purchaser’s Group as directed pursuant to clause 10.2(a)(i)) and the Purchaser’s Solicitors. 10.4 With effect from Completion, each Seller hereby unconditionally and irrevocably releases the Company from any and all liabilities relating to any period up to and including Completion and waives any and all rights and/or claims such Seller may have against the Company. All other charges as at the date of auction sale not specified in Clause 7(cEach Seller confirms that there are no sums owed by them (or any person connected to such Seller) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) Company; provided that nothing in this clause 10.4 shall not be borne by construed as a release of any employee emoluments or any director or consultant fees which have been Disclosed. Nothing in this clause 10.4 shall affect the Assignee/Bank. The rights or obligations of the Sellers under this agreement or the New Lease. 10.5 Each Seller hereby irrevocably and to secure the Purchaser’s interests hereunder appoints the Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to as his attorney with effect from Completion until such time as the Assignment and all other documents necessary for effecting name of the transfer or assigning the beneficial ownership Purchaser is entered in the property register of members of the Company as owner of those Shares set out against that Seller’s name in schedule 1 with power to sign written resolutions of the Company, to appoint itself or any other person as proxy for the Seller to attend and vote at general meetings of the Company and to otherwise exercise the rights, powers and privileges attaching to such Shares. Each Seller undertakes to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform , on request by the Purchaser of any such matters whether known and to them or not the extent permitted by law, to ratify all documents executed and other acts done by the Purchaser shall raise no enquiry, requisition or objection thereon or theretoas his attorney. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii. if goods and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the goods and services tax, currently at 6% of the Purchase Price, shall be deposited by way of bank draft or cashier's order crossed "A/C PAYEE ONLY" made payable to OCBC BANK (MALAYSIA) BERHAD; and ii) A iii. a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If c. In the event that the separate document of title or strata title for to the property Property has been or is issued whether beforeprior to, on or after the date of the auction sale, : - i. the Assignee shall not be at anytime required to register its charge(s) nor to procure a memorandum of transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be); ii. The if there are any restrictions in interests affecting the Property, the Purchaser shall comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7 above; iii. upon and subject to the payment in full of the Balance Purchase Price in accordance with Clause 7 above and all other moneys (if any) payable by the Purchaser in accordance with the terms and conditions contained herein these Conditions Of Sale and upon and subject to the Purchaser at the Purchaser’s own absolute responsibility and costs and expenses obtaining the confirmation and/or consent as applicable from the Developer and/or the Proprietor, the relevant authorities and/or bodies, as the case may be, for the completion of the sale and purchase and/or the transfer of the Property from the Assignee to the Purchaser as may be required; iv. where the Developer or (and/or the Proprietor (as the case may be) and/or the relevant authorities and/or bodies is/are agreeable to a direct transfer the title in the Property to the Purchaser, it shall be procured the Purchaser’s own absolute responsibility and prepared by the Purchaser at the Purchaser’s sole and absolute costs and expense who undertakes (including and not limited to pay legal fees, stamp duty, registration fees and such sums moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and comply obtain from the Developer, the Proprietor or such relevant authority or body, the Developer’s, the Proprietor’s or such relevant authority’s or body’s execution of the Memorandum of Transfer in respect of the Property as a direct transfer in favour of the Purchaser as transferee and all relevant documents in support for the registration of the said Memorandum Of Transfer. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid and shall not in any way be responsible or liable to the Purchaser for any of the same (including and not limited to obtaining the said Memorandum of Transfer and/or documents in favour of the Purchaser and/or any delay in obtaining any of the same); and v. where the Developer (and/or the Proprietor as the case may be) and/or the relevant authorities and/or bodies is/are not agreeable to a direct transfer of the title in the Property to the Purchaser, it shall be the Purchaser’s own absolute responsibility and at the Purchaser’s sole and absolute costs and expense (including and not limited to legal fees, stamp duty, registration fees and such moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and submit to the Assignee’s solicitors for the Assignee’s execution, the Memorandum of Transfer in respect of the Property in favour of the Purchaser as transferee. In such situation, the Purchaser acknowledges and admits that the Purchaser shall not be entitled to and shall not present the Memorandum of Transfer in favour of the Purchaser as transferee for registration at the relevant land office / registry until and unless the memorandum of transfer in respect of the Property in favour of the Assignor as transferee shall have first been duly executed by the relevant persons and delivered to the Assignee’s solicitors for the Assignee’s or the Assignee’s solicitors’ further action. The Purchaser shall be absolutely responsible for and shall be solely and absolutely liable for all fees, costs and expenses in connection with the conditions preparation, stamping and registration of the memorandum of transfer in favour of the Assignor as transferee (including and not limited to the payment of any moneys payable or owing to the Developer and/or the relevant authorities and/or bodies). The memorandum of transfer in favour of the Assignor as transferee shall only be delivered to the Purchaser or the Purchaser’s solicitors upon full payment of the Balance Purchase Price in accordance with the provisions of Clause 7 above and all other moneys (if any) imposed payable by the Developer Purchaser in accordance with the terms and / conditions contained herein these Conditions of Sale. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or Proprietor agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid matters and / shall not in any way be responsible or their solicitors and / or relevant authorities pertaining liable to the registration of such transfer Purchaser for any of the property.same (including but not limited to any delay that may arise in the delivery to the Purchaser or the Purchaser’s solicitors the memorandum of transfer in favour of the Assignor as transferee and/or the Memorandum of Transfer in favour of the Purchaser as transferee) c) “ d. Any arrears of Quit Rentquit rent, Assessmenttaxes, service/rates, assessment, service / maintenance charges, charges and sinking fund (including the any late penalty interest (if anyinterest) which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be deducted from the purchase money Purchase Price upon receipt of the Balance sum, provided that the Assignee/Bank is Sum. The Purchaser shall pay such arrears (if any) in receipt of the itemized billing for Quit Rent, Assessment bills issued by advance to the relevant authority and or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleDeveloper or Proprietor or relevant third parties. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are Purchaser is not submitted within entitled to deduct the stipulated ninety payment(s) towards the arrears (90if any) days from the auction date, any subsequent claims Balance Sum. Due apportionment and reimbursement for the payments (if any) made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solelytowards the arrears shall only be made after the Assignee has received the Balance Sum and for this purpose, the Purchaser shall produce receipts evidencing the payments. All Any other charges as at the date of auction sale not specified in Clause 7(c7 (c) (including but not limited to water bills, electric electricity bills, sewerage charges, telephone telephones bills and/or other monies whatsoever outstanding to the Developer and/or other authority/authorities / parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) e. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) f. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee Assignee/Bank simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, ▇▇▇ ▇▇▇▇ CREDIT SDN. BHD. The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee Assignee/Bank being satisfied with the conditions if any imposed (otherwise the Assignee Assignee/Bank may terminate the sale under Clause 9) Then then the Assignee Assignee/Bank will execute an assignment (in form and substance acceptable to the Assignee/Bank) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Assignee/Bank shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Assignee/Bank shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee Assignee/Bank shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee Assignee/Bank nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) which includes the balance SST by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ “Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property propert y shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 90 days from the date of the auction sale or the extended completion granted by the Assignee/Bank (“Payment Due Date”at the Assignee/Bank’s sole discretion subject to payment of interest at the rate of interest to be determined by the Assignee/Bank), the Purchaser shall deposit with the Solicitors appointed by the Assignee Assignee/Bank simultaneously: i) A a. a sum equivalent to 90% of the successful bid (“Balance Sum”) by way of and interest for the bank draft or cashier’s order crossed “A/C PAYEE ONLY” extension period (if any) made payable to OCBC BANK (MALAYSIA) HSBC AMANAH MALAYSIA BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which which, the deficiency shall be recoverable from the Purchaser; and ii) A copy of b. the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee Assignee/Bank will execute an assignment (in the form and substance acceptable to the Assignee) and deliver up the Related Security Documents and any other relevant documents in the custody of the Assignee/Bank to the Purchaser, but such sale and assignment of to the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Assignee/Bank shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Assignee/Bank shall not be required to assign the property to any person other than the Purchaser. c. Subject to the Clause 8 (a) & (b) If above, the separate document Property in which there is/are outstanding progressive payments due to the Developer, the Purchaser shall:- i) In the event that he/she requires a loan to enable him/her to complete the purchase herein, the Purchaser shall within the time stipulated above, cause his/her financier to issue a letter of title undertaking to pay the balance progressive payment according to the schedule of the Principal Sale and Purchase Agreement made in favour of the Developer from his/her financier and to release the Assignee/Bank from its original undertaking; ii) In the event that he/she shall not requires a loan to enable him/her to complete the purchase herein, the Purchaser shall within time stipulated above, provide a bank guarantee in favour of the Developer or strata title for pay the property has been issued whether before, on or balance progressive payment to the Developer according to the schedule of the Principal Sale and Purchase Agreement and to release the Assignee/Bank from its original undertaking; iii) any payments due and payable to the Developer after the date of the auction sale, including the Assignee shall not be required balance progressive payments according to register its charge(s) nor to procure the schedule of the Principal Sale and Purchase Agreement, charges, interest and penalty as a transfer in Form 14A as prescribed result of the delay by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Successful Purchaser/Successful Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if anyfinancier in giving any undertaking/payment stated in Clause 8(c)i) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. cClause 8(c)ii) “ Any arrears of Quit Renthereof, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as absolutely. iv) In the event the Successful Purchaser shall fail, neglect and/or refuse to procure a letter of undertaking / bank guarantee / payment mentioned in the manner and at the date of auction sale not specified time stipulated in Clause 7(c8(c)i) (including but not limited or Clause 8(c)ii) hereof, the Assignee/Bank shall be entitled to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding terminate the sale by a notice in writing to the Developer and/or other authority/parties) Successful Purchaser whereon the Deposit referred in Clause 5 shall not be borne forfeited by the Assignee/Bank. . d. The Purchaser shall bear and pay all fees and expenses including but not limited consents to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid contacted by the PurchaserAssignee/Bank for financial services to complete the purchase herein.

Completion. a) Within 120 days The completion date shall be the date falling {insert period} from the date of confirmation in writing by the auction sale Vendor that a new title with the changed user has been issued and a certified copy thereof forwarded to the Purchaser’s Advocates together with copies of the documents set out in 5.3 below or such other date as the parties may agree in writing (the “Payment Due Completion Date”). Completion shall take place at the offices of the Vendor’s Advocates unless otherwise agreed in writing between the Parties. On or before completion and subject to the payment of the Balance by the Purchaser as provided for under Clause 4.3 above, the Purchaser Vendor shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent procure their Advocates to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of ’s Advocates the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order following documents:- original Title for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized new user endorsed ▇▇▇▇▇▇▇▇ are not submitted within ; Original Lease and the stipulated ninety new Deed Plan annexed thereon, if applicable; Copy of the application for change of use at the relevant County offices and the planning brief; County approval for the change of user; NEMA Approvals for the change of user; Circulation Letter from the Ministry of Land; Letter of No Objection from the Director General of Physical and Land Use Planning or the County Director of Physical and Land Use Planning (90whichever is applicable); Certified copies of the Provisional Approvals from the Ministry of Lands; Certified copies of the Final approvals from the Ministry of Lands; Receipt confirming payment of the surrender fees pursuant to the Change of User; the duly executed Transfer (in triplicate) in respect of the Property in favour of the Purchaser or Purchaser’s Nominee; the original rates clearance certificate in respect of the Property valid for at least fourteen (14) days from the auction date, any subsequent claims made thereunder will not be entertained Completion Date; the original land rates payment receipt for the current year; the original land rent clearance certificate in respect of the property valid for at least fourteen (14) days from the Completion Date (if applicable); the original land rent payment receipt for the current year (if applicable); the completed stamp duty valuation form duly endorsed by the AssigneeGovernment Valuer; Certified copies of the Vendor’s National Identification Card and KRA PIN Certificate; three (3) coloured passport sized-photographs of the Vendor;6 Certified copies of the Vendor’s Certificate of Incorporation, Memorandum and Articles of Association and KRA PIN Certificate7 ; three (3) coloured passport sized-photographs of each of the directors of the Vendor witnessing the execution of the Transfer instrument8; Certified copies of the National Identification Card/Bank Passport and KRA PIN Certificates for the same shall directors of the Vendor witnessing the execution of the Transfer instrument;9 Letter of Consent to Transfer from the Ministry of Land and Physical Planning or the relevant Land Control Board (whichever is applicable); and Any other documents that may be borne reasonably required by the Purchaser solely. All other charges as at Parties’ Advocates to properly and effectively transfer ownership of the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding Premises to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoPurchasers. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 2.1 Completion shall take place at the date offices of the auction sale (“Payment Due Purchaser's Solicitors on 29 January 2001 or on such other Business Day and time as the parties shall have agreed to in writing. The date on which Completion shall occur is hereinafter referred to as the "Completion Date”), ". 2.2 At Completion the Vendor and the Purchaser shall deposit with do all those things respectively required of them in Schedule 3 and the Solicitors appointed by Purchaser shall pay to the Assignee simultaneously: Vendor L2,800,000 less (i) A sum equivalent to 90% of the successful bid Escrow Amount and (“Balance Sum”ii) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The estimated aggregate amount of the cheque shall include outstation clearing charges which shall be borne by InterCompany Indebtedness, the Purchaser, failing which Net External Debt and the deficiency shall be recoverable from Estimated Tax Adjustment as set out in the Purchaser; and ii) A copy Estimated Indebtedness Statement and pay to the Vendor the amount of the requisite consents Inter-Company Indebtedness, as set out in the Estimated Indebtedness Statement, in each case by transfer of the Developerfunds for same day value, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to be paid to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land following account: Mart▇▇▇▇▇ ▇▇▇n▇▇▇ Client Account No: 0520▇▇▇ Sort Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/: 30-00-03 Lloyds TSB Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized plc Colmore Row Branch 125 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ are ▇▇ ▇▇▇ ▇.3 Payment of the Purchase Price and the Inter-Company Indebtedness (the latter in accordance with Clause 2.2) shall be a good discharge to the Purchaser for the Purchase Price and in respect of Inter-Company Indebtedness. The Vendor confirms that it has authority from each company in the Vendor Group to which Inter-Company Indebtedness is owed to give such a discharge and provided that the Purchaser complies with its obligations pursuant to Clause 2.2 with regard to the Inter-Company Indebtedness the Vendor shall hold the Purchaser and the Group harmless from any Inter-Company Indebtedness owed to the Vendor Group. 2.4 If Completion does not submitted within take place on the stipulated ninety Completion Date because the Vendor fails to comply with any of its obligations under this Clause 2, the Purchaser may by notice to the Vendor: (90a) days from proceed to Completion to the auction dateextent reasonably practicable including without limitation by purchasing some, any subsequent claims made thereunder will but not all of the Klippan Shares (but if the Purchaser exercises its right pursuant to this Clause 2.4 completion of the purchase of some of the Klippan Shares does not affect the Purchaser's rights in connection with the others); (b) postpone Completion to a date to be entertained by no later than 30 Business Days after the Assignee/Bank date of this Agreement; (c) terminate this Agreement. 2.5 If the Purchaser postpones Completion to another date in accordance with Clause 2.4(b), the provisions of this Agreement shall apply as if that other date is the date for Completion. 2.6 The Warranties and all other provisions of this Agreement and the Tax Deed insofar as the same shall not have been performed at Completion shall not be borne extinguished or affected by Completion, or by any other event or matter whatsoever. 2.7 If the Purchaser solely. All other charges as terminates this Agreement pursuant to Clause 2.4(c), each party's further rights and obligations cease immediately on termination, but termination does not affect a party's accrued rights and obligations at the date of auction sale not specified termination and, for the avoidance of doubt, in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to such event the Developer and/or other authority/parties) shall not be borne by respective obligations of both the Assignee/Bank. The Vendor and the Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment Heads of Terms shall remain in full force and all other documents necessary for effecting effect. 2.8 If following the transfer or assigning the beneficial ownership in the property date hereof and prior to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform Completion the Purchaser receives a notification from the Vendor pursuant to Clause 4.6 that any of any such matters whether known to them the Warranties has, when given, or will be or would be, at Completion (as if they had been given again at Completion) not and complied with or otherwise untrue or misleading the Purchaser shall raise no enquirybe entitled (in addition to and without prejudice to all other rights or remedies available to it and its successors in title including the right to claim damages) by notice in writing to the Vendor to terminate the Agreement. If, requisition notwithstanding such notification pursuant to Clause 4.6, the Purchaser elects to complete this Agreement, the occurrence of such an event, the subject of the notification, shall not preclude the Purchaser from any right to damages or objection thereon compensation for breach of Warranty save to the extent details of such breach have been fairly notified in such notification. If any event shall occur (other than an event constituting or theretogiving rise to a breach of any of the Warranties) following the date hereof but prior to Completion which affects or is likely to affect adversely to a material degree the financial position or turnover or profitability of any of the Group Companies as a whole or any of the Group Companies, not being an event affecting or likely to affect generally all companies carrying on similar businesses in the United Kingdom, Sweden, or Finland, the Purchaser shall be entitled by notice in writing to the Vendor to terminate this Agreement but the occurrence of such an event shall not give rise to any right to damages or compensation. e2.9 The Vendor agrees with the Purchaser (for itself and as trustee for each Group Company and their respective officers, employees and agents) The stamp duty to assign to the Purchaser any rights, remedies or claims which it may have (other than in relation to fraud, or fraudulent misrepresentation, willful misconduct or willful concealment) in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any Group Company or its respective officers, employees or agents in connection with assisting the Vendor in the making of any representation and registration fee for the Memorandum, giving of the Assignment Warranties or the preparation of the Disclosure Letter and subsequent transfer (as the case may be) shall be borne and paid by the PurchaserTax Deed.

Completion. The purchase and sale of the Transferred Shares shall take place at the offices of Purchaser’s legal counsel in Almaty, Kazakhstan on 15 August 2005, or such other date as shall be notified by Purchaser to Sellers. At Completion Purchaser shall check the fulfillment of all conditions precedent listed in Clause 3 of this Agreement. If Purchaser (in its sole discretion) decides that all conditions have been fulfilled in full and proper manner (or Purchaser has waived their fulfillment), then the following events shall take place: (a) Within 120 days from the date Parties will sign and send to the Company a notification on the transfer of the auction sale Transferred Shares; (“Payment Due Date”)b) Sellers will deliver to Purchaser certified copies and originals of notifications and consents referred to in Clause 3 of this Agreement; (c) the shareholders (general participants) of the Company will hold a meeting of the Company approving a new version of the Charter of the Company if required, indicating Purchaser as the owner of the Transferred Shares, and instructing the new General Director of the Company to take all steps required to register the new Charter; (d) the applicable constituent documents of the Company will be modified to indicate that Purchaser shall deposit is the owner of the Transferred Shares; (e) payment will be made of the Purchase Price in accordance with Clause 2 of this Agreement; (f) the current directors and officers of the Company will execute a document in form satisfactory to Purchaser acknowledging that there are no outstanding claims against the Company, and if and to the extent required by Purchaser changing bank accounts of the Company, revoking powers of attorney in respect of the Company, and resigning offices with the Solicitors appointed by Company; (g) the Assignee simultaneously: i) A sum equivalent to 90% shareholders of the successful bid (“Balance Sum”) by way Company as then existing will appoint new directors of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Company acceptable to OCBC BANK (MALAYSIA) BERHADPurchaser, The amount and such directors will appoint officers of the cheque Company acceptable to Purchaser; (h) the directors of the Company shall include outstation clearing charges adopt resolutions implementing policies and procedures governing exploration, development, production and marketing activities which shall be borne by the are in conformity with international good oil field practices and operating agreements and acceptable to Purchaser, failing and which cannot be modified thereafter without unanimous consent of the deficiency shall be recoverable from the Purchaserdirectors; and ii(i) A copy such other documents will be executed as are required by law or regulation or are customarily required in connection with closings of the requisite consents of the Developer, Proprietor purchase and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretostock. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from If the Grantee's Option is exercised in accordance with the terms of this agreement, the Grantor will grant and the Grantee will take the Additional Easement at the Grant Exercise Price on the terms of this agreement. In the event of exercise of the Grantee's Option, completion will take place on the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or 20 Working Days after the date of service of the auction saleGrantee's Option Notice. The Grantor shall provide to the Grantee or the Grantee’s Solicitors the relevant bank details for the payment of the Grant Exercise Price within 5 Working Days of the exercise of the Grantee’s Option. Non-exercise of Grantee's Option If the Grantee's Option is not exercised in accordance with the terms of this agreement, the Assignee shall Grantee will remove all entries relating to the Grantee's Option registered against the Grantor's title to the Property within Twenty Working Days after the expiry of the Option Period. Entire agreement This agreement and the documents annexed to it constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or understanding between them relating to the subject matter of this agreement. The Grantee acknowledges and agrees that in entering into this agreement, it does not be required rely on and will have no remedy in respect of any statement, representation, warranty, collateral agreement or other assurance (whether made negligently or innocently) of any person (whether party to register its charge(sthis agreement or not) nor other than: as expressly set out in this agreement or the documents annexed to procure a transfer it; or in Form 14A as prescribed any written replies which the Grantor's Solicitor has given to any enquiries raised by the National Land CodeGrantee's Solicitor before exchange of this agreement. Nothing in this clause 13 will, 1965 in favour however, operate to limit or exclude any liability for fraud. Joint and several liability Where the Grantee comprises more than one person, those persons will be jointly and severally liable for the obligations and liabilities of the Purchaser from the Developer or the Proprietor (as the case may be)Grantee arising under this agreement. The transfer Grantor may take action against, or release or compromise the liability of, or grant time or other indulgence to, any one of those persons without affecting the liability of any other of them. Where the Grantor comprises more than one person, those persons will be jointly and severally liable for the obligations and liabilities of the Property from Grantor arising under this agreement. The Grantee may take action against, or release or compromise the Developer liability of, or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / grant time or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction dateother indulgence to, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date one of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances those persons without affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser liability of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoother of them. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 2.1 Completion of this Agreement (the “Completion”) is conditional upon: (a) Within 120 completion of the Placing; and (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares. (c) the grant of a waiver by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any of his delegates pursuant to Note 6 on dispensations from Rule 26 of the Takeovers Code of the obligations on the part of the Subscriber and parties acting in concert with them to make a mandatory general offer under Rule 26 of the Takeovers Code for all securities of the Company other than those already owned or agreed to be acquired by the Subscriber and parties acting in concert with it as a result of the acquisition of the Subscription Shares 2.2 None of the above conditions mentioned in Clause 2.1 herein shall be waivable by any parties hereto. In the event completion of this Agreement does not take place on or before the date which is fourteen days from the date of this Agreement (or such later date, subject to the auction sale (“Payment Due Date”)approval of the Stock Exchange, as may be agreed between the Purchaser shall deposit parties) then this Agreement and all rights and obligations hereunder will cease and terminate. 2.3 Each of the Subscriber and the Company undertakes to use all reasonable endeavours to obtain the fulfilment of the conditions set out in Clause 2.1, and to ensure compliance with the Solicitors appointed by relevant requirements of the Assignee simultaneouslyListing Rules as soon as is reasonably practicable. 2.4 Subject to the foregoing provisions, completion of the subscription hereunder shall take place at the offices of the Company at a time to be fixed between the parties and at Completion: i(a) A sum equivalent the Subscriber shall make payment (for value on the date of completion) to 90% the Company of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The aggregate amount of the cheque shall include outstation clearing charges subscription monies due pursuant to Clause 1, which shall be borne constitute a complete discharge of the Subscriber’s obligations in respect thereof, by applying the proceeds from the Placing held on trust by the Purchaser, failing which Company for the deficiency shall be recoverable from Subscriber and such additional monies as are necessary in respect of the Purchasersubscription; and ii(b) A the Company shall provide to the Placing Agent a copy of the requisite consents of waiver from the DeveloperSFC as referred to in Clause 2.1, Proprietor and / or State Authorities or relevant bodies approving allot and issue the sale in favour of the Purchaser, if necessary, subject firstly New Shares to the Assignee being satisfied with Subscriber (or as it may direct) and shall promptly thereafter register the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form Subscriber or its nominees as members and substance acceptable shall cause to be delivered to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document Subscriber definitive certificates of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (respect thereof as the case Subscriber may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the propertydirect. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from Completion shall take place at the date registered office of the auction sale Seller (“Payment Due or at such other location as the Seller and Buyer shall agree) on the Completion Date”). On Completion, the Purchaser Seller shall deposit deliver or shall procure the delivery to the Buyer or the Company: certificates representing the Shares, together with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% appropriate stock powers attached and duly executed; resignations of all of the successful bid (“Balance Sum”) by way directors of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHADCompanies, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized B▇▇▇ ▇▇▇▇▇▇▇ as director of CTS Delaware, and resignations of any officers that are not submitted within employees of the stipulated ninety Companies; the common seals, certificates of incorporation and minute books, share certificate books and cheque books of each of the Companies; the Tax Deed duly executed by the Seller; to the extent not in the possession of the Companies, all books of account or references as to customers and/or suppliers and other records exclusively relating to the CTS Business; to the extent not in the possession of the Companies, all Permits and such contracts, deeds or other documents (90including assignments of any such licences) days which relate exclusively to the CTS Business; written confirmation, in the Agreed Form, from the auction date, Seller that there are no liabilities whatsoever (actual or contingent) which may be owing from any subsequent claims of the Companies to the Seller's Group except those arising in the ordinary course of trade and the L20 million pounds sterling owed by G▇▇▇▇ Inc. to the Seller; a copy of the purchase agreement between the Seller and CTS Delaware and the intercompany promissory note made thereunder will not by G▇▇▇▇ Inc. in favour of CTS Delaware in connection with the ICTI Restructuring; and a copy of the filing to be entertained made by the Assignee/Bank Buyer upon Completion notifying the North Carolina Board of Pharmacy of the change of control of G▇▇▇▇ Inc. [intentionally omitted] [intentionally omitted] The Seller shall procure that at Completion each Company is released from any Encumbrance given or incurred by it which relates in whole or in part to debts or other liabilities or obligations of any person. Upon compliance by the Seller with the provisions of clauses 6.2 and 6.5 the Buyer shall deliver to the Seller a counterpart of the Tax Deed duly executed. [intentionally omitted] If any of the obligations of the Seller or the Buyer are not complied with on Completion whichever of the Buyer or the Seller is not in default of their obligations under this agreement may: defer Completion to a date not more than one month after Completion should have taken place but for the said default (and so that the provisions of this clause 6, apart from this clause 6.8(a), shall apply to Completion as so deferred); or proceed to Completion so far as practicable (without prejudice to its rights hereunder); or terminate this agreement which shall be of no further force and effect except for the provisions of clauses 10-15 (inclusive) and 19-22 (inclusive) hereof which shall remain in full force and effect, by means of a notice to that effect in writing served on the other PROVIDED THAT, in the event such notice is given under this clause 6.8 the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and notice shall be deemed to purchase have been given in all respects subject thereto respect of clause 6.8 of the UK Agreement, and CTS UK hereby agrees with the Seller and the Seller hereby agrees with CTS UK that in the event a notice is given pursuant to clause 6.8 of this agreement, neither of them shall take any action under the UK Agreement or otherwise in order to reach Completion (as defined in the UK Agreement) of the same (in accordance with its terms). The parties agree that on or prior to the Completion Date, G▇▇▇▇ Inc. shall take the necessary corporate actions to amend its articles of incorporation to change its name from G▇▇▇▇ Inc. to a name provided by the Buyer to Seller at least 5 days prior to Completion. The Buyer acknowledges and agrees on behalf of itself and each member of the Buyer's Group that nothing in this agreement shall operate as an agreement to transfer any right title or interest in the name or m▇▇▇ "G▇▇▇▇" or in any name or m▇▇▇ which includes the name or m▇▇▇ "G▇▇▇▇" or in any name or m▇▇▇ which consists of or includes or is confusingly similar to the name or m▇▇▇ "G▇▇▇▇" in translational or transliteral form or otherwise (together, the "G▇▇▇▇ ▇▇▇▇▇"), save for any right title or interest in the name or m▇▇▇ "Technigal"; If any documentation (whether in written form or not he makes held by any enquiry and neither electronic means) provided or required to be provided to the Assignee nor Buyer pursuant to this clause 6 or otherwise on transfer of the Auctioneer Shares bears any G▇▇▇▇ ▇▇▇▇, the Buyer shall be required to procure that no such documentation shall be used in any public manner and, to the extent possible without breaching the terms of this agreement or bound any requirement of law or regulation and subject to inform clause 6.13, the Purchaser Buyer shall procure the destruction of any existing documentation bearing the G▇▇▇▇ ▇▇▇▇▇ or any of them, including invoicing and general stationery and similar types of documentation. Subject to clause 6.11, the Buyer agrees that for a period of at least six years from Completion it will cause the Companies to retain all documents in their possession at the Completion Date and will provide the Seller with copies of such matters whether known documents upon the Seller's reasonable request provided that the Seller shall provide to the Buyer for the cost of the same. The Seller agrees that for a period of at least six years from Completion it will retain all documents in its possession at the Completion Date relating to the CTS Business and will provide the Buyer with copies of such documents upon the Buyer's reasonable request provided that the Buyer shall provide to the Seller for the cost of the same. The provisions of clause 10 shall apply to any information provided under this clause if such information or documentation comprises Confidential Information. On or as soon as practicable after Completion, the parties shall send out a joint notice in the Agreed Form to all suppliers and customers of the CTS Business advising them of the sale of the Shares. Subject to clause 8.21(h), the Buyer agrees that from the Completion Date until 31 July, 2002, employees of ICTI shall be permitted, without charge, to continue to occupy and utilize the CTS Business's premises in Durham, North Carolina (the "Durham Premises") in connection with the ICTI Business in the same manner and to the same extent that such employees currently occupy and utilize such premises. The Seller agrees that it will cause the employees of ICTI to vacate the Durham Premises on or prior to 31 July, 2002 and ensure any that such employees do not (i) cause damage, waste or injury whatsoever affecting the Durham Premises (ordinary wear and tear excepted) and (ii) interfere whatsoever with any business or operations other than the ICTI Business conducted at the Durham Premises. In the event that ICTI or any portion of the ICTI Business is sold, transferred, assigned or otherwise disposed of prior to 31 July, 2002, the Seller agrees that it will require any acquirer of ICTI or any portion of the ICTI Business to agree to the terms of this clause 6.14, and the Purchaser Buyer agrees that it will provide the benefits of this clause 6.14 to such acquirer. Prior to the Completion Date, the Seller shall raise no enquiryhave used reasonable best efforts to complete (or, requisition if applicable, cause G▇▇▇▇ Inc. or objection thereon one of its U.S. subsidiaries to complete) the actions set forth on schedule 9. To the extent such actions cannot be completed prior to the Completion Date, the Buyer shall cooperate, and shall cause the Companies to cooperate, with the Seller, G▇▇▇▇ Inc. and the affected U.S. subsidiaries to effect such actions following the Completion Date. Except to the extent set forth in this agreement, effective on or thereto. e) The stamp duty prior to the Completion Date, employees of ICTI shall cease active participation in all U.S. Benefit Plans. Nothing in the foregoing, express or implied, is intended to confer on any person other than G▇▇▇▇ Inc. and registration fee the parties hereto or any of their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this agreement. Buyer and Seller agree to cooperate in connection with and for the Memorandumpurpose of the exercise of outstanding purchase rights by employees of the Seller's Group at the end of the final accumulation period ending June 30, 2002 under the Employee Stock Purchase Plan referred to in schedule 9. Following Completion, the Assignment Seller shall and subsequent transfer (shall procure that any member of the Seller's Group shall as soon as possible refer to the Buyer all enquiries relating to the CTS Business for so long as the case may be) shall be borne and paid by the Purchaserprovisions of clause 9 of this agreement are in effect.

Completion. a) Within 120 days Completion shall take place at the offices of the Purchaser’s Advocates and the Director shall deliver to the same on or before the Effective Date: Letters of discharge duly signed by all the Company’s employees confirming they have received all payments and dues owed to them or required to be paid to them; The Logbooks for the Vehicles together with executed blank transfers and a letter from the date Company’s Advocate confirming that the Loan has been discharged and that there are no moneys or liens outstanding against the Vehicles; The keys and all other papers, documents and service records of the auction sale (“Payment Due Date”), Vehicles in the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashierCompany’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, possession; The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale executed Lease in favour of the Purchaser, if necessary, subject firstly ; An Agreement duly signed by the Company and the Landlord canceling and terminating the Concession Agreement; Such other documents or letters as are reasonably required by the Purchaser’s Advocates to complete the sale and transfer of the Assets and vest the unencumbered clear title of the Assets and Vehicles in the Purchaser’s name or that of their nominee. Immediately prior to Completion the Company and the Director shall allow the Purchaser or their nominee access to the Assignee being satisfied with Camp to ensure all the conditions if any imposed (otherwise Assets so listed are located there; Immediately prior to Completion the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form parties shall meet and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment take a full inventory of the chose in action shall be prepared by and Assets located at the expense of Property and in the Purchaser. Where applicable, event any item or article is missing or damaged the Assignee Purchaser shall be entitled to have a sufficient covenant deduct such costs from the Balance of indemnity inserted the Purchase Price to be paid fair wear and tear and reasonable breakages excepted and subject to adjustment to take account of provisions and stores left in the assignment in order for Camp by the Company which are not on the Schedule; Upon completion of the matters referred to above the Purchaser to assume shall make payment in accordance with the terms of clause 3.1.2 above. If any or all liabilities of the transactions set out in clauses 4.1, 4.2 and obligations pertaining to 4.3 above do not take place as provided and show no sign of taking place in the property. The Assignee shall not be required to assign foreseeable future the property Purchaser may promptly rescind this Agreement without prejudice to any person other than remedy it may have and the Company shall forthwith instruct its Advocates to return the Deposit to the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 4.1 Completion shall take place at the offices of Boekel De Nerée N.V. in Amsterdam, Gustav Mahlerplein 2, 1028 MA, at 18 July 2007. 4.2 On Completion the Parties shall ensure that the following takes place:- (a) Within 120 days from Seller NL shall deliver to the date Purchaser the resolution of its general meeting of shareholders and of its Supervisory Board, authorising Completion; (b) Seller UK shall deliver to the auction sale Purchaser the resolution of its board of directors authorising Completion; (c) the Purchaser and the Sellers shall enter into the SES Escrow Agreement; (d) Seller NL shall resign as Managing Director (“Payment Due Datebestuurder”), ) of SES and the Supervisory Director (“commissaris”) of SES shall resign and shall be replaced by a Supervisory Board appointed by the Purchaser; (e) Seller NL and the Purchaser shall deposit with ensure the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% execution of the successful bid (“Balance Sum”) by way of share transfer deed before the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHADCivil-Law notary, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇Alexander ▇▇▇▇▇▇▇ are not submitted within ▇▇▇ ▇▇▇▇▇▇ or his substitute of Boekel De Nerée N.V. transferring the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property SES Shares to the Purchaser; d(f) Seller UK shall deliver to the Purchaser an executed transfer of the Sun HML Shares in favour of the Purchaser together with the share certificate for the shares in Sun HML (or in the case of any lost certificate an indemnity reasonably satisfactory to the Purchaser in relation thereto); (g) Seller UK shall deliver to the Purchaser a letter of resignation from ▇▇▇▇ ▇▇▇▇▇ as director of Sun HML; and (h) Seller UK shall deliver to the Purchaser a letter of resignation from ▇▇▇▇ ▇▇▇▇▇▇ as the secretary of Sun HML. 4.3 The Purchaser is responsible consideration as referred to make his own enquiries and all liabilities and encumbrances affecting the property and in Clause 2.2 shall be deemed paid to purchase in all respects subject thereto whether or not he makes any enquiry Seller NL and neither Seller UK, for which payment Seller NL and Seller UK will provide a discharge. 4.4 The Sellers shall make the Assignee nor payments pursuant to Clause 2.5 into the Auctioneer shall be required or bound to inform SES Escrow. 4.5 Within 10 (ten) Business Days after the Completion Date, the Purchaser of any such matters whether known shall provide the Sellers with all necessary information to them or not complete the Closing Financial Statement. 4.6 The Sellers and the Purchaser shall raise no enquiryagree that following the distribution of dividend by SES as set out in Clause 3.7(b) any and all intra-group obligations of whatever nature due or owed by any of the Sellers or by any of their Affiliated Parties have been satisfied in full, requisition or objection thereon or theretowith the exception of the Transition Services Agreement, possible obligations arising out of the Asset Transfer Agreement Sun HML dated [ ] and the adjustment and set off set out in Clauses 2.6 and 3.5. e) The stamp duty and registration fee for 4.7 In the Memorandumevent that, at any time after Completion, funds are paid to any of the Sellers that INITIALS OF SIGNATORIES were due to SES and/or Sun HML, or vice versa, the Assignment receiving Party shall immediately transmit such funds to the Party to which such funds were due. 4.8 In the event that either Party fails to perform in accordance with the provisions set out in Clause 4.2, the non-defaulting Party may, at its election, terminate this Agreement or defer Completion for 14 days in view of granting the defaulting Party a term to remedy its default. If the defaulting party has not remedied its default within said period, the non defaulting party may waive its right or may terminate the Agreement without prejudice to any of its other rights and subsequent transfer claims (as including, even if this Agreement is terminated, any right to payment of damages). In the case may be) event, however, that Completion should be deferred to a date beyond 15 August 2007, this Agreement shall be borne and paid terminated by the Purchaseroperation of law regardless of remedy still being possible.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank Assignee is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Assignee and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, taxes, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. (a) Within 120 days Developer shall use its reasonable efforts to cause Completion (defined below) of the Project to occur on or before the final completion date set forth in the Final Project Schedule. (b) For purposes of this Agreement, the “Completion” of the Project shall be deemed to have occurred on such date as all the following conditions are fulfilled: (i) The Project has been completed in substantial accordance with the plans and specifications for the Project (as same have been approved in writing by Owner), except for any Punchlist Items (defined below); (ii) Developer has delivered to Owner a Certificate of Substantial Completion (a “Completion Certificate”) from the date Architect on the form promulgated by the AIA in respect of the auction sale Project; provided, that such Completion Certificate may include an appropriate list of items (“Payment Due DatePunchlist Items”), the Purchaser shall deposit ) that do not interfere with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% occupancy or use of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Project and remain to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or completed after the date of issuance of the auction saleCompletion Certificate; (iii) Developer has delivered to Owner a final or temporary certificate of occupancy from the City of St. Louis for the Project; and (iv) Developer is then not in default under this Agreement. (c) Concurrently with Completion of the Project, or as soon thereafter as reasonably practicable through the use of commercially reasonable efforts by Developer, Developer shall deliver to Owner the following items (collectively, the Assignee shall not “Completion Documentation”): (i) a final lien waiver from the General Contractor on a form to be required reasonably approved in writing by Owner, which, among other things, (1) waives and releases all lien rights and any claims the General Contractor may have with respect to register the Owner, the Project, or the Land and related improvements, and (2) contains a statement that the General Contractor has paid all of its charge(s) nor to procure a transfer subcontractors, suppliers and other vendors all amounts due them for such work performed in Form 14A as prescribed by the National Land Code, 1965 in favour respect of the Purchaser from Project. Notwithstanding the Developer preceding sentence, if there is any outstanding lien or claim to lien that constitutes an exception to the Proprietor statement contained in clause (as the case may be). The transfer 2) of the Property from preceding sentence, Developer may purchase (or cause to be purchased) a bond in the Developer or Proprietor amount of one hundred fifty percent (as 150%) of the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration amount of such transfer of the property. c) “ Any arrears of Quit Rentlien or claim to lien, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and bond shall be deemed to purchase in all respects subject thereto whether satisfy such lien or not he makes any enquiry and neither claim to lien for purposes of this Section 1.14(c)(i), so long as the Assignee nor title company that issued the Auctioneer shall be required title insurance policy maintained by Owner with respect to the Project provides affirmative insurance coverage with respect to such lien or bound claim to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretolien. e(ii) The stamp duty and registration fee a final certificate of occupancy from the City of St. Louis for the Memorandum, Project and such other governmental permits and licenses as are required for the Assignment occupancy and subsequent transfer operation of the Project; (as iii) evidence of completion of all Punchlist Items; and (iv) three (3) Close-Out Binders with respect to the case may be) shall be borne and paid by the PurchaserProject.

Completion. aDuring the testing period after a Live Date referred to in Section 8.5 above, and for a period of ninety (90) Within 120 days from thereafter or until a Certificate of Completion has been issued, as applicable, ICERS shall promptly provide VENDOR with written notice of any Defect in the date Phase or the entire System. VENDOR shall correct all such Defects, demonstrate to ICERS that correction of such Defects has been made, demonstrate to ICERS that correction of such Defects has not introduced new Defects, and after so demonstrating correction, shall issue to ICERS a written Certificate of Completion indicating that no Defects are known to exist in the Phase and/or System; or that ICERS is willing to accept the Phase and/or System into production with some of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale known Defects still in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumexistence, provided that VENDOR shall fix the Assignee/Bank is in receipt remaining Defects during the Warranty Period. VENDOR agrees that it shall be responsible for timely resolution of Defects remaining after the itemized billing for Quit Rent, Assessment bills issued Warranty Period but reported by ICERS to VENDOR within the relevant authority and the Developer’s invoice/statement of account from the Purchaser Warranty Period. If within ninety (90) days from the date after Acceptance, a Certificate of sale. For avoidance of doubt, Completion is not received or in the event case of Defects that cannot be cured within such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days, VENDOR has not promptly commenced curing the Defect and does not thereafter proceed with due diligence to cure the Defect within sixty (60) days from the auction datethereafter, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and VENDOR shall be deemed to purchase have breached this Agreement, with such breach subject to the provisions of Section 20 hereof, and ICERS may, in all respects subject thereto whether its sole discretion, have the right to terminate this Agreement and/or any licensed granted or not he makes any enquiry and neither service rendered hereunder. If the Assignee nor the Auctioneer Agreement is terminated as a result of such breach, then ICERS shall be required or bound entitled to inform the Purchaser remedies as defined in Section 20.4. Completion of any such matters whether known to them or a Phase shall not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee occur until a Certificate of Completion for the MemorandumPhase is executed by authorized signatories of both VENDOR and ICERS and said signed Certificate is delivered to VENDOR by ICERS. Completion of the System shall not occur until a Certificate of Completion for the System is executed by authorized signatories of both VENDOR and ICERS and said signed Certificate is delivered to VENDOR by ICERS. In the event ICERS has not accepted or rejected the Certificate of Completion within ten (10) days after receiving the Certificate of Completion from VENDOR, ICERS shall respond within a reasonable time (but in any event within 10 days) after receipt of a written request by VENDOR issued after the Assignment ten (10) day period to provide VENDOR with ICERS’s approval or disapproval for that Certificate of Completion. If ICERS fails to provide accept or reject the Certificate of Completion within such ten (10) day period after receiving such written request, ICERS shall have been deemed to accept such Certificate of Completion for the applicable Phase or for the System. The timing of Installation, Acceptance, and subsequent transfer (as the case may be) Completion shall be borne and paid by the Purchaser.as set forth on Attachment J.

Completion. Completion of this Agreement is conditional upon:- (a) Within 120 days the Purchaser being reasonably satisfied upon the Purchaser’s due diligence review and investigation on the financial, legal and corporate matters of the Company as set out in this Agreement, including without limitation that there is no material adverse change in the financial position of the Company from the Accounts Date to the Completion Date and the Sellers having provided such access, assistance and documents as reasonably requested by the Purchaser or its solicitors and/or accountant so as to enable the Purchaser to conduct such due diligence review and investigation; (b) the Sellers having shown and proved good title of the Property to the Purchaser’s and the Purchaser’s Solicitors’ satisfaction in accordance with Section 13 of the CPO and having given good title to the Property in accordance with Section 13A of the CPO at the Sellers’ sole costs and expenses from all incumbrances of all descriptions; (c) The Sellers having settle and paid all Taxation which the Company is liable to pay prior to the Completion. (d) Completion will take place at the office of the Vendor’s Solicitors, Messrs. Augustine ▇.▇. ▇▇▇▇ & Co., Solicitors (or at such other place as the Sellers and the Purchaser may agree in writing) at or before 2:30 p.m. on the Scheduled Completion Date, or such other date as the Sellers and the Purchaser may agree in writing. At Completion, the business set out in Schedule 4 will be transacted. (e) all the representations, undertakings and Warranties given by the Sellers hereunder remaining true, correct and accurate in all respects as at Completion; (f) there having been no breach of the Warranties from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent this Agreement up to 90% and inclusive of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.Completion Date;

Completion. 3.1 Completion shall take place at the offices of Mourant du Feu & Jeune, 22 Grenville Street, St Helier, Jersey immediately after the execution of this agreement. 3.2 On Completion the Vendors shall deliver to, or procure the delivery to the Purchaser of:- (a) Within 120 days from transfers in common form relating to all the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 Shares duly executed in favour of the Purchaser from the Developer (or the Proprietor (as the case it may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up have directed in writing prior to the date hereof); (b) share certificates relating to the Shares; (c) effective written resignations executed as their respective deeds of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority ▇▇ ▇▇▇▇▇ and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ are from their offices as director and any office or employment of or by the Company containing a confirmation that they have no claim against the Company for compensation for loss of office or termination of employment or otherwise whether statutory or otherwise or for unpaid remuneration; (d) the Deed of Indemnity duly executed by the Vendors; (e) a release duly executed as a deed by each of the Vendors in the agreed form, releasing the Company and the Subsidiaries from any liability whatsoever (actual or contingent) which may be owing to the Vendors by the Company or any of the Subsidiaries; (f) a certified copy of the release given by Bank of Ireland in relation to all security granted pursuant to the Bank of Ireland Facility; (g) written confirmation from Barclays Bank plc that the initial conditions precedent contained in the Receivables Financing Agreement have been satisfied; (h) a copy of a legal opinion given by A & L Goodbody that there is a true sale in respect of the Receivables Financing Agreement; (i) a certified copy of an amendment agreement in respect of the TAGS Facility and the Liquidity Facility; (j) a copy of a legal opinion given by A & L Goodbody to, amongst others, National Westminster Bank Plc confirming that their opinion dated 29 May 1998 and given in respect of the TAGS Facility remains accurate and correct; (k) written confirmation from BHF BANK AG that it will not submitted within exercise any of its rights to demand the stipulated ninety repayment of any amounts outstanding under the BHF Loan Agreement arising as a result of the acquisition; (90l) days the Indemnity Escrow and Stock Pledge Agreement duly executed by each of the Vendors and the Vendors' Representative, together with the 10 stock powers described in clause 3.1 of such agreement; (m) the Registration Rights Agreement duly executed by each of the Vendors; and (n) opinions in the agreed forms from the auction dateVendor's Solicitors and the legal advisers to the Vendors and the Company in each relevant jurisdiction relating, inter alia, to the right, power and authority of the Vendors to enter into this agreement and the Transaction Documents. 3.3 On Completion the Vendors shall make available to, or procure the availability to the Purchaser of:- (a) the common seals, certificates of incorporation and statutory books and share certificate books of the Company and the Subsidiaries; (b) to the extent that they are in the possession or control of the Company or the relevant Subsidiary, all books of account or reference as to customers and other records and all insurance policies in any subsequent claims made thereunder will not be entertained way relating to or concerning the respective businesses of the Company and the Subsidiaries; (c) to the extent that they are in the possession or control of the Company or the Subsidiaries all licences, consents, permits and authorisations obtained by or issued to the Company or the Subsidiaries or any other person in connection with the business carried on by it and them and such contracts, deeds or other documents (including assignments of any such licences) as shall have been required by the Assignee/Bank Purchaser's Solicitors prior to the date hereof; (d) all land certificates, charge certificates, leases, title deeds and other documents relating to the Properties which are located in Ireland, Japan and the United States of America (save to the extent that the same are in the possession of mortgagees thereof disclosed in writing by or on behalf of the Vendors to the Purchaser or its representatives); and (e) share certificates relating to all of the issued shares of each of the Subsidiaries. 3.4 At Completion (and prior to the taking effect of the resignations of the directors referred to in clause 3.2 (c)) the Vendors shall procure the passing of board resolutions of the Company:- (a) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Shares; (b) appointing such persons as the Purchaser may nominate to be borne additional directors of the Company; and (c) amending bank mandates by the removal and appointment of such persons as the Purchaser may nominate as authorised signatories. 3.5 On Completion the Purchaser shall deliver to the Vendors' Representative:- (a) written confirmation from the Purchaser's transfer agent ("Transfer Agent") that stock certificates evidencing that:- (i) the Consideration Shares, other than the Escrow Shares, have been issued to and in the name of each Vendor in the amounts set out opposite each Vendor's name in column 2 of part C of schedule 1; and (ii) the Escrow Shares have been issued to and in the name of the Escrow Agent (as nominee of the Vendors) in the aggregate amounts set out in column 3 of part C of schedule 1; (b) a certified copy of a resolution of the board of directors of the Purchaser authorising the entry into of this agreement by the Purchaser solely. All other charges as at and the date allotment of auction sale not specified the Consideration Shares; (c) an opinion in Clause 7(c) (including but not limited to water billsthe agreed form from Arnall Golden & ▇▇▇▇▇▇▇ relating, electric billsinter alia, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/partiesright, power and authority of the Purchaser to enter into this agreement and the Transaction Documents; (d) shall not be borne the Registration Rights Agreement duly executed by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser; and d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. (e) The stamp duty the Indemnity Escrow and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid Stock Pledge Agreement duly executed by the Purchaser. 3.6 On Completion, and on behalf of each of the Vendors, the Purchaser shall procure that the Transfer Agent shall deposit into escrow that aggregate number of Consideration Shares set out in column 3 of part C of schedule 1 in respect of the General Indemnified Claims (as defined in clause 4.7 below) (the "Escrow Shares"), which Escrow Shares shall be held by the Escrow Agent as a non-exclusive source for claims for indemnification hereunder in accordance with the terms of the Indemnity Escrow and Stock Pledge Agreement. 3.7 As soon as reasonably practicable following Completion and in any event no later than 5 business days after Completion, the Purchaser shall procure that the Transfer Agent shall despatch to the Vendors' Representative (for these purposes, care of the Vendors' Solicitors) stock certificates in respect of the Consideration Shares referred to in clause 3.5(a)(i) above and shall despatch to the Escrow Agent stock certificates in respect of the Escrow Shares referred to in clause 3.5(a)(ii) above.

Completion. a) Within 120 days from 6.1 Completion shall take place on the date Completion Date at the offices of the auction sale (“Payment Due Date”)Seller’s Solicitors at Woolgate Exchange, the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ or at such other place as the parties may agree. 6.2 At Completion the Seller shall do those things listed in Part A (Seller’s obligations) of Schedule 2 (Completion arrangements) and the Purchaser shall do those things listed in Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements). 6.3 The Purchaser shall not be obliged to complete this Agreement unless the Seller complies with the requirements of sub-clause 6.2 and Part A (Seller’s obligations) of Schedule 2 (Completion arrangements) and the Seller shall not be obliged to complete this Agreement unless the Purchaser complies with the requirements of sub-clause 6.2 and Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements). 6.4 Neither the Purchaser nor the Seller shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all the Shares is completed simultaneously, save that this sub-clause 6.4 shall not entitle either party to avoid its obligations under this Agreement to sell or purchase the Shares by failing to perform any of their respective obligations in Part A and Part B of Schedule 2. 6.5 If the obligations of the Seller under sub-clause 6.2 and Part A (Seller’s obligations) of Schedule 2 (Completion arrangements) are not submitted within complied with on the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by Completion Date the Purchaser solely. All other charges may: (a) defer Completion (so that the provisions of this clause 6 (Completion) shall apply to Completion as at so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights under this Agreement); or (c) terminate this Agreement by notice in writing to the date Seller. 6.6 If this Agreement is terminated in accordance with sub-clause 6.5, then, without limiting the Purchaser’s rights, powers or remedies provided by law or under this Agreement, all obligations of auction sale not the Purchaser under this Agreement shall end except for those expressly stated to continue without limit in time or for a specified in Clause 7(cperiod, but (for the avoidance of doubt) (including all rights and liabilities of the parties which have accrued before termination shall continue to exist including, but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding the parties rights and liabilities in respect of any breach of this Agreement. UK1 5276565v.18 15 6.7 If the obligations of the Purchaser under sub-clause 6.2 and Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements) are not complied with on the Completion Date the Seller may: (a) defer Completion (so that the provisions of this clause 6 (Completion) shall apply to Completion as so deferred); or (b) proceed to Completion as far as practicable (without limiting its rights under this Agreement); or (c) terminate this Agreement by notice in writing to the Developer and/or other authority/partiesPurchaser. 6.8 If this Agreement is terminated in accordance with sub-clause 6.7, then, without limiting the Seller’s rights, powers or remedies provided by law or under this Agreement, all obligations of the Seller under this Agreement shall end except for those expressly stated to continue without limit in time or for a specified period, but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including continue to exist including, but not limited to all legal fees, stamp duty the parties rights and registration fees liabilities in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser respect of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretobreach of this Agreement. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 4.1 Completion shall take place at the offices of the Registrar immediately after execution of this Agreement, or at such other time and/or venue as may be agreed in writing between the Seller and the Purchaser. 4.2 At Completion the Seller and the Purchaser shall each deliver or take (or cause to be delivered or taken) the following documents and actions in sequence specified below, provided that the Seller has received the Consideration in immediately available funds in the Seller’s Account before it shall be required to make any delivery pursuant to Clause 4.2.5: 4.2.1 the Seller shall deliver to the Purchaser: (a) Within 120 days an extract of the minutes of duly held meetings of the directors of the Seller authorising the execution by the Seller of this Agreement and all other Transaction Documents; and (b) a certified copy of any power of attorney under which any of the foregoing documents are executed; 4.2.2 the Purchaser shall deliver to the Seller: (a) an extract of the minutes of a duly held meeting of the shareholders of the Purchaser authorising the execution by the Purchaser of this Agreement and all other Transaction Documents; (b) a certified copy of any power of attorney under which any of the foregoing documents are executed; and (c) a notarized spousal consent in Agreed Form duly signed by the Personal Guarantor’s spouse; 4.2.3 the Seller shall deliver to the Purchaser: (a) a copy of the properly completed and executed transfer order , instructing the Registrar to transfer all of the Sale Shares from the date Seller’s holder account with the Registrar to the Purchaser’s holder account with the Registrar together (if applicable) with a certified copy of the auction sale power of attorney under which the transfer order is executed on behalf of the Seller; and (“Payment Due Date”b) the Agreed Form power of attorney (unsigned) to be issued by the Seller in accordance with Clause 4.2.5(b) authorising the Purchaser, acting on behalf of the Seller, to execute any documents which may be required to transfer legal and beneficial title to the Sale Shares from the Seller to the Purchaser (including any relevant transfer order) and submit them to any relevant persons (including the Registrar); 4.2.4 against receipt by the Purchaser of the documents specified in Clause 4.2.1, the Purchaser shall deposit with pay the Solicitors appointed Seller the Consideration by electronic transfer of funds to the Seller’s Account and deliver to the Seller a SWIFT confirmation from the Purchaser’s bank confirming that the payment instruction has been executed by the Assignee simultaneously:Purchaser’s bank; i) A sum equivalent to 90% 4.2.5 against the receipt by the Seller of the successful bid Consideration in immediately available funds in the Seller’s Account (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by a good discharge of the Purchaser’s obligation to pay the Consideration to the Seller), failing which the deficiency Seller shall be recoverable from or shall procure that its Representatives shall: (a) deliver the original of the transfer order specified in Clause 4.2.3 (a) to the Registrar and a duplicate original of that transfer order to the Purchaser; and ii(b) A execute and deliver the original of the power of attorney specified in Clause 4.2.3(b) to the Purchaser. 4.3 The Seller shall deliver to the Purchaser a copy of the requisite consents corresponding report (or statement) of operation from the Registrar relating to the transfer of the DeveloperSale Shares from the Seller to the Purchaser pursuant to the transfer order specified in Clause 4.2.3, Proprietor subject to and / promptly following the Seller having received such report (or State Authorities or relevant bodies approving statement) of operation. 4.4 Completion shall not be deemed to have occurred and Seller’s obligation to sell and transfer the sale Sale Shares to the Purchaser shall not be deemed to have been discharged until a record of the Purchaser’s legal title to the Sale Shares is made by the Registrar in favour accordance with Applicable Law. 4.5 In the event of a material non-compliance with the foregoing provision of this Clause 4 (Completion), it being agreed that a material non-compliance shall only arise (a) in the case of the Seller, where the Seller has failed to comply with Clause 4.2 at Completion, and (b) in the case of the Purchaser, if necessarywhere the Purchaser has failed to comply with Clause 4.2 at Completion, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment in the case of a material non-compliance by the chose Seller, or the Seller, in action shall be prepared the case of a material non-compliance by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) by written notice to the other, served on such date: (a) to elect not to proceed with the transactions set out herein whereupon the provisions of Clause 4.6 shall apply; (b) to effect Completion so far as practicable having regard to the defaults which have occurred; or (c) to fix a sufficient covenant new date for Completion not being later than 5 Business Days later than the date notice is given, in which case the foregoing provisions of indemnity inserted this Clause 4.3 shall apply to Completion as so deferred. 4.6 This Clause 4.6 shall apply only in the assignment circumstances referred to in order for the Purchaser to assume all liabilities Clause 4.5(a). Where this Clause applies, this Agreement, other than Clauses 1 (Definitions and Interpretation), 8 (Announcements), 9 (Confidentiality), 10 (Notices), 11 (Guarantee), 12 (Assignment), 13 (Costs and Expenses), 14 (Invalidity), 15 (Third Party Rights), 16 (Counterparts), 19 (Variation and Waiver), 20 (Entire Agreement), 21 (Effect of Completion), 23 (Governing Law and Jurisdiction) and 24 (Arbitration) shall automatically terminate with immediate effect and each Party’s rights and obligations pertaining to the propertyother than those specified above shall cease immediately on termination. The Assignee Such termination shall not be required to assign affect the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured rights and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser obligations of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoParty existing before termination. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a3.1 The purchase of the Property shall be completed on the Completion Date at the offices of the Seller's Solicitors or where they may reasonably direct when the Buyer shall pay the Price (less the Deposit) Within 120 days and any other monies (including any VAT) then payable under the terms of this agreement upon being provided a valid VAT invoice by the Seller 3.2 If: 3.2.1 the money due on completion is received by the Seller's Solicitors' bankers after 3pm or 3.2.2 completion takes place after 3pm on a Working Day or 3.2.3 takes place on any day other than a Working Day then for the purpose of Standard Conditions 8.3 and 9.3 the date of Actual Completion shall be deemed to be the next Working Day 3.3 The Buyer shall not be entitled to delay completion solely on the ground that the Seller is unable to provide the appropriate form of discharge or release in relation to any financial charges to which the sale is not subject but will accept an undertaking from the Seller's Solicitors on Completion to remit the completion monies towards the discharge of financial charges (if any) and to send the Buyer the appropriate form of discharge and release immediately upon receipt from the appropriate chargee or chargees 3.4 Unless any monies due to the Seller on exchange or Completion are remitted to the Seller or the Seller's Solicitors from a client account in the name of the Buyer's Solicitors the Seller shall not be obliged to accept such monies (and any such payment shall not be treated as a payment made in accordance with the terms of this agreement) unless the Buyer shall previously have supplied such evidence as shall be required by the Seller or the Seller's Solicitors regarding the identity of the Buyer and the source of its funds for entering into this agreement or completing its purchase of the Property with a view to avoiding any breach of the Money Laundering Regulations 2007 the Terrorism A▇▇ ▇▇▇▇ the Financial Services and Markets A▇▇ ▇▇▇▇ or the Proceeds of Crime A▇▇ ▇▇▇▇ or any subordinate legislation 3.5 In the event that the Buyer wishes to effect the purchase of the Property prior to the 30 October 2012 the Buyer may serve written notice on the Seller and the Seller's Solicitors specifying the date for completion of the purchase of the Property (being not less than three Working Days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% service of the successful bid notice) (“Balance Sum”"the Amended Completion Date") by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges in which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order case for the Purchaser to assume all liabilities and obligations pertaining to purposes of this agreement the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and Completion Date shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither be the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.Amended Completion Date

Completion. a) Within 120 days from 4.1 Subject to the date terms and conditions of this Agreement and the prior receipt in full by the Company of the auction sale (“Payment Due Date”), Total Option Price in cleared sterling funds as provided for in this Agreement to such bank account as the Purchaser Company shall deposit with notify to the Solicitors appointed by First Optionholder or Second Optionholders as the Assignee simultaneously: i) A sum equivalent to 90% case may be as soon as practicable following receipt of the successful bid Exercise Notice the Exercise shall be completed on the Completion Date at 10.00 am (“Balance Sum”London time) by way at the registered office of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of Company when the cheque Company shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor issue and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly allot to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer First Optionholder or the Proprietor Second Optionholders (as the case may be). The transfer ) the Exercised Option Shares and deliver to the First Optionholder or the Second Optionholders the share certificate(s) in respect thereof and register the First Optionholder or the Second Optionholders (as the case may be) as the holder(s) of the Property from Exercised Option Shares. 4.2 All the Developer Option Shares allotted pursuant to this Agreement shall be sold free of all liens, charges, equities and encumbrances. 4.3 The Exercise of an Option pursuant to Clause 3 shall be deemed to have been effected immediately prior to the close of business (London time) on the Completion Date and at such time the First Optionholder or Proprietor the Second Optionholders (as the case may be) shall be procured deemed to have become the registered holder of the Exercised Option Shares to be allotted hereunder with all rights attaching thereto including the right to all dividends and prepared by distributions declared in relation to such Exercised Option Shares. 4.4 The delivery of share certificates pursuant to Clause 4.1 shall be made without charge to the Purchaser at First Optionholder or Second Optionholders for any tax chargeable on the Purchaser’s expense who undertakes to pay such sums and comply with the conditions allotment of shares (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumin respect thereto, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) Company shall not be borne by the Assignee/Bank. The Purchaser shall bear and required to pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees any tax which may be chargeable in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the respect of any 8 12 transfer or assigning the beneficial ownership involved in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries issue and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser delivery of any such matters whether known to them share certificate in a name other than that of the First Optionholder or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoSecond Optionholders. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) which includes the balance SST by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ “Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 4.1 Completion is conditional upon completion taking place under the date terms of the auction sale Majority SPA. 4.2 Completion shall take place at the offices of the Sellers’ Solicitors (“Payment Due Date”)or such other place as the parties may agree, including remotely) on the same date and time as, and simultaneously with, completion taking place under the terms of the Majority SPA. 4.3 On Completion, the Purchaser Minority Sellers and the Buyer shall deposit perform, or procure the performance of, their respective obligations in accordance with and as set out in Schedule 3, provided that if any Minority Seller is in default of his obligations under Part 1 of Schedule 3, the Buyer shall have a right of action only against that Minority Seller (and no other Minority Seller) for such default. 4.4 Each of the Minority Sellers hereby confirms that the Sellers’ Solicitors appointed are irrevocably authorised by the Assignee simultaneously: i) A sum equivalent Minority Sellers to 90% receive payment of the successful bid Consideration (“Balance Sum”and any other payments due to the Minority Sellers under this Agreement) by way on the Minority Sellers’ behalf, and receipt of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount Consideration by the Sellers’ Solicitors shall be good and valid discharge of the cheque shall include outstation clearing charges which shall be borne by Buyer’s obligation to pay the Purchaser, failing which Consideration pursuant to clauses 3.1 and 3.2 and the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Buyer shall not be required concerned to assign see the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date application of the auction salemonies so paid. For the avoidance of doubt, the Assignee Buyer shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed concerned with, or have any liability whatsoever with respect to, any failure by the National Land CodeSellers’ Solicitor or any other person to apportion the Consideration among the Minority Sellers in accordance with this Agreement. 4.5 If the Majority SPA is terminated by the parties thereto, 1965 then this Agreement shall automatically terminate with immediate effect (other than this clause 4.5 and clauses 1 (Definitions and Interpretation), 9.7 (Announcements and Confidentiality), 13 (Costs and Expenses), 24 (Governing Language) and 25 (Governing Law and Jurisdiction) which shall remain in favour full force and effect) and no party to this Agreement shall have any liability to any other party under this Agreement or in respect of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer subject matter of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration this Agreement save in respect of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) any liabilities which may be lawfully due to any relevant authority or the Developer have accrued up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is termination or in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding relation to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees clauses of this Agreement which remain in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoforce. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s cashier‟s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 or Sabah Land Ordinance (Cap. 68) (where applicable) in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s Purchaser‟s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Rent or Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Rent and Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to service/maintenance charges, sinking funds, water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The Purchaser acknowledges and declares that he has notice of and has appraised:- (i) the sale and purchase agreement between the Developer and/or Proprietor of the land (where the property is located) and subsequent purchaser(s); (ii) all other information and statements as required under section 16A of the Land (Subsidiary Title) Enactment 1972. f) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall „ be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser 9.1 Completion shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and take place at the expense offices of the PurchaserWikborg Rein Advokatfirma AS. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized Dronning ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇ within ten Business Days after the Completion Conditions are not submitted within satisfied. 9.2 At Completion in order to effect the stipulated ninety NewCo Assets Transfer, the Seller shall immediately (90and shall provide documentation to the Buyer evidencing that such steps have been taken to the satisfaction of the Buyer): (a) days take the steps set out in the NewCo Transfer Implementation Plan required in relation to NewCo Assets Transfer; and (b) procure that NewCo, as consideration for the NewCo Assets Transfer, issue a promissory note as set out in Appendix 3 hereto to the Seller in a principal amount of USD25,000,000 (the “NewCo Promissory Note”). 9.3 At Completion, provided that the Buyer has exercised the Share Purchase Option and as soon as practically possible following the NewCo Assets Transfer having occurred in accordance with clause 9.2, in order to effect the Shares Transfer, the Seller shall: (a) deliver to the Buyer evidence of the authority of the individual executing the documents to be executed and delivered for and on behalf of the Seller at Completion; (b) deliver to the Buyer a copy of duly signed minutes from a board meeting in NewCo approving: (i) the auction date, any subsequent claims made thereunder will not be entertained registration of the transfer of the Shares to the Buyer; and (ii) acceptance of the resignations referred to in clause 9.3 (g) and the appointment of such persons nominated by the Assignee/Bank and Buyer as directors of the same shall be borne NewCo with effect from Completion. (c) deliver to the Buyer a stock transfer form for the Shares executed by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(cSeller; (d) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding deliver to the Developer and/or other authority/partiesBuyer the share certificate for the Shares or an indemnity, in agreed form, for any lost certificates; (e) shall not be borne by procure that the Assignee/Bank. The Purchaser shall bear Shares are transferred to the Buyer, free and pay all clear of any Encumbrances; (f) deliver to the Buyer a copy of the NewCo’s shareholder register showing that the Buyer has been registered as the owner of the Shares, free and clear of any Encumbrances; and (g) letters of resignation from each of the board members of NewCo confirming that they resign from their respective offices with effect from Completion, and that they waive any right to any fees and expenses including but not limited to all legal fees, stamp duty and registration fees other claims that they may have against NewCo in connection with, incidental to or pursuant to their capacity as members of the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any board at such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretotime. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 4A.1 Subject to the date satisfaction of the auction sale (“Payment Due Date”)Conditions, Completion shall take place on the Completion Date at such place as may be agreed between the Parties when all the acts and requirements set out in Clauses 4A.2 to 4A.4 shall be complied with. 4A.2 The Vendor shall deliver to the Purchaser shall deposit all the following: (1) standard transfer forms and sold notes in respect of the Sale Shares duly executed by the Vendor in favour of the Purchaser accompanied by the relevant original share certificates in the name of the Vendor (unless the share certificates issued in the name of the Vendor have been deposited with the Solicitors appointed Purchaser before Completion under Clause 4A.7); (2) copy, certified as true and complete by a director of the Assignee simultaneously:Vendor, of resolutions of its board of directors approving this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal, where appropriate) for and on its behalf; i(3) A a banker’s draft drawn in favour of The Government of the Hong Kong Special Administrative Region for the sum equivalent to 90% the Vendor’s share of stamp duty for the Sale Shares; and (4) a copy, certified true and complete by a director of the successful bid (“Balance Sum”) by way AMTD Buyer, of resolutions of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount board of directors of the cheque AMTD Buyer approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the AMTD Buyer. 4A.3 The Purchaser shall include outstation clearing charges which shall be borne deliver to the Vendor: (1) standard transfer form and bought notes in respect of the Sale Shares duly executed by the Purchaser; (2) a banker’s draft drawn in favour of The Government of the Hong Kong Special Administrative Region for the sums equivalent to the Purchaser’s share of stamp duty for the Sale Shares; (3) a copy, failing which certified true and complete by a director of the deficiency shall be recoverable from Purchaser, of resolutions of the board of directors of the Purchaser approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the Purchaser; and ii(4) A copy a copy, certified true and complete by a director of the requisite consents AMTD Seller, of resolutions of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour board of directors of the Purchaser, if necessary, subject firstly AMTD Seller approving this Agreement and all other transactions contemplated under this Agreement and authorising a person or persons to execute the same and all other documents relating or incidental thereto (under seal where appropriate) for and on behalf of the AMTD Seller. 4A.4 The AMTD Seller shall deliver to the Assignee being satisfied AMTD Buyer all the AMTD Shares in settlement of the Consideration in accordance with Clause 3. 4A.5 The Vendor and the conditions if any imposed (otherwise Purchaser shall jointly procure the Assignee may terminate due stamping of the sale under Clause 9) Then the Assignee will execute an assignment (in transfer form and substance acceptable to the Assignee) bought and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared sold notes duly executed by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign Vendor within the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A time limit as prescribed by the National Land Code, 1965 in favour Stamp Duty Ordinance (Cap. 117 of the Purchaser from Laws of Hong Kong) and registration of the Developer or same with the Proprietor (as branch share registrar of the case may be)Company in Hong Kong. The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured Vendor and prepared by the Purchaser at hereby jointly instruct and authorize the Purchaser’s expense who undertakes legal advisers to pay such sums attend the stamping of the said transfer form and comply bought and sold notes. 4A.6 In the event that the Vendor, the Purchaser or the AMTD Seller shall without reasonable ground fail to do anything required to be done by it under Clause 4A.2 (for the Vendor), Clause 4A.3 (for the Purchaser) or Clause 4A.4 (for the AMTD Seller), without prejudice to any other right or remedy available to the non-defaulting parties, the non-defaulting party may: (1) defer Completion to a day not more than 14 days after the date fixed for Completion (and so that the provision of this paragraph (1) shall apply to Completion as so deferred); or (2) proceed to Completion so far as practicable but without prejudice to the non-defaulting party’s right to the extent that the defaulting party shall not have complied with its obligations hereunder. 4A.7 The Parties acknowledge that the conditions Vendor’s application for new replacement certificates for the Sale Shares (Existing) is in process and the new original certificates or documents of title in respect of the Sale Shares in name of the Vendor from the branch registrar of the Company will be issued before Completion. The Vendor has agreed to grant authorisations to any of the Purchaser’s representatives or advisers as it may designate to act as authorised agents on behalf the Vendor to collect from (and, in the case of an issue by way of exchange/conversion, surrender to) and give valid receipts to the branch registrar of the Company any and all new original certificates, and other documents of title if applicable, issued in respect of any and all of: (1) the Sale Shares (Existing); (2) the Sale Shares (New) issued in exchange for or in respect of the Sale Shares (Existing); and (3) the Bonus Securities I and Bonus Securities II (if any) imposed distributed to or received by the Developer and / Vendor, or Proprietor and / or their solicitors and / or relevant authorities pertaining to which the registration Vendor is entitled, in respect of such transfer any of the property. cSale Shares (Existing) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest and/or Sale Shares (if anyNew) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubtthis Agreement to the Completion, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction dateand, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and upon collection, deposit the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to with the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase ’s lawyers in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoescrow pending Completion. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from Completion shall take place at the date offices of the auction sale (“Payment Due Date”), Vendors’ Advocates on the Purchaser seventh Business Day after the conditions set out in sub-clause 2.2 have been fulfilled or duly waived. Upon Completion the parties shall deposit with attend at the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% offices of the successful bid (“Balance Sum”) by way Vendors’ Advocates and the Vendors shall deliver to the Purchasers; Signed Share transfers in respect of all the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of issued Shares in the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale Company in favour of the Purchaser, Purchasers jointly; The relevant Share certificates (if necessary, subject firstly to any) for the Assignee Shares of the Company being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (so transferred; Letters of resignation in a form and substance reasonably acceptable to the AssigneePurchasers duly executed by the directors of the Company; Board Minutes duly appointing the Purchasers as the new directors of the Company; Letter of resignation duly executed (if requested) from the Company’s auditors, in a form reasonably acceptable by the Purchasers; The Company’s seal together with all the relevant statutory books of the Company; All title documents and papers pertaining to the Property in the possession of the Vendors; The relevant Form D duly signed by the Company’s auditors. Upon receipt of the documents listed above the Purchasers shall forthwith pay the Vendors’ Advocates the completion moneys being the balance of the Consideration as provided in clause 4.2 hereof. The Property shall be sold subject to the Law Society Conditions of Sale 1989 in so far as they are not inconsistent with or amended by the provisions of this Agreement; The Purchasers are deemed to have inspected the Property and to have satisfied themselves as to its state and condition; The Property is sold subject to any quasi-easements, rights or way and overriding interests (if any) and deliver up the Related Documents statutes, reservations, stipulations and conditions contained in or implied by or on the title to the PurchaserProperty as contained or referred to in the Grant referred to in the Schedule hereto but otherwise free from all encumbrances and charges. The Vendors hereby jointly and severally warrant to the Purchasers that at Completion; There will be no pledge, but lien or other encumbrances on, over or affecting the Shares and there is and at Completion will be no agreement or arrangement to give or create any such sale encumbrances and assignment no claim has been or will be made by any person to be entitled to any of the chose in action shall be prepared by and at the expense of the Purchaserforegoing. Where applicable, the Assignee The Vendors shall be entitled to have a sufficient covenant transfer the full legal and beneficial ownership of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining Shares to the propertyPurchasers on the terms of this Agreement without the consent of any third party. The Assignee Company shall not be required to assign the property to any person other than the Purchaser. b) If the separate document have in its possession, or under its control, all duly stamped deeds and documents of title to the Property. There shall be no option, or strata title agreement for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer mortgage (whether specific or floating), charge, lien, lease agreement or lease condition, restrictive covenant, easement or other encumbrance in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer respect of the Property from save for any on the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining title to the registration of such transfer Property. The Company will have not traded since its incorporation nor have any debtors or creditors excluding any costs (including legal costs) incurred in the formation of the property. c) “ Any arrears Company. Each of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due Warranties is without prejudice to any relevant authority warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to extent or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser application of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoother clause. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii) if sales and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the sales and services tax, currently at 8% of the Purchase Price, shall be deposited by way of bank draft or cashier's order crossed "A/C PAYEE ONLY" made payable to OCBC BANK (MALAYSIA) BERHAD; and iiiii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If In the event that the separate document of title or strata title for to the property Property has been or is issued whether beforeprior to, on or after the date of the auction sale, : - i) the Assignee shall not be at anytime required to register its charge(s) nor to procure a memorandum of transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The ; ii) if there are any restrictions in interests affecting the Property, the Purchaser shall comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7 above; iii) upon and subject to the payment in full of the Balance Purchase Price in accordance with Clause 7 above and all other moneys (if any) payable by the Purchaser in accordance with the terms and conditions contained herein these Conditions Of Sale and upon and subject to the Purchaser at the Purchaser’s own absolute responsibility and costs and expenses obtaining the confirmation and/or consent as applicable from the Developer and/or the Proprietor, the relevant authorities and/or bodies, as the case may be, for the completion of the sale and purchase and/or the transfer of the Property from the Assignee to the Purchaser as may be required; iv) where the Developer or (and/or the Proprietor (as the case may be) and/or the relevant authorities and/or bodies is/are agreeable to a direct transfer the title in the Property to the Purchaser, it shall be procured the Purchaser’s own absolute responsibility and prepared by the Purchaser at the Purchaser’s sole and absolute costs and expense who undertakes (including and not limited to pay legal fees, stamp duty, registration fees and such sums moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and comply obtain from the Developer, the Proprietor or such relevant authority or body, the Developer’s, the Proprietor’s or such relevant authority’s or body’s execution of the Memorandum of Transfer in respect of the Property as a direct transfer in favour of the Purchaser as transferee and all relevant documents in support for the registration of the said Memorandum Of Transfer. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid and shall not in any way be responsible or liable to the Purchaser for any of the same (including and not limited to obtaining the said Memorandum of Transfer and/or documents in favour of the Purchaser and/or any delay in obtaining any of the same); and v) where the Developer (and/or the Proprietor as the case may be) and/or the relevant authorities and/or bodies is/are not agreeable to a direct transfer of the title in the Property to the Purchaser, it shall be the Purchaser’s own absolute responsibility and at the Purchaser’s sole and absolute costs and expense (including and not limited to legal fees, stamp duty, registration fees and such moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and submit to the Assignee’s solicitors for the Assignee’s execution, the Memorandum of Transfer in respect of the Property in favour of the Purchaser as transferee. In such situation, the Purchaser acknowledges and admits that the Purchaser shall not be entitled to and shall not present the Memorandum of Transfer in favour of the Purchaser as transferee for registration at the relevant land office / registry until and unless the memorandum of transfer in respect of the Property in favour of the Assignor as transferee shall have first been duly executed by the relevant persons and delivered to the Assignee’s solicitors for the Assignee’s or the Assignee’s solicitors’ further action. The Purchaser shall be absolutely responsible for and shall be solely and absolutely liable for all fees, costs and expenses in connection with the conditions preparation, stamping and registration of the memorandum of transfer in favour of the Assignor as transferee (including and not limited to the payment of any moneys payable or owing to the Developer and/or the relevant authorities and/or bodies). The memorandum of transfer in favour of the Assignor as transferee shall only be delivered to the Purchaser or the Purchaser’s solicitors upon full payment of the Balance Purchase Price in accordance with the provisions of Clause 7 above and all other moneys (if any) imposed payable by the Developer Purchaser in accordance with the terms and / conditions contained herein these Conditions of Sale. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or Proprietor agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid matters and / shall not in any way be responsible or their solicitors and / or relevant authorities pertaining liable to the registration of such transfer Purchaser for any of the property.same (including but not limited to any delay that may arise in the delivery to the Purchaser or the Purchaser’s solicitors the memorandum of transfer in favour of the Assignor as transferee and/or the Memorandum of Transfer in favour of the Purchaser as transferee) c) “ Any arrears of Quit Rentquit rent, Assessmenttaxes, service/rates, assessment, service / maintenance charges, charges and sinking fund (including the any late penalty interest (if anyinterest) which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be deducted from the purchase money Purchase Price upon receipt of the Balance sum, provided that the Assignee/Bank is Sum. The Purchaser shall pay such arrears (if any) in receipt of the itemized billing for Quit Rent, Assessment bills issued by advance to the relevant authority and or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleDeveloper or Proprietor or relevant third parties. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are Purchaser is not submitted within entitled to deduct the stipulated ninety payment(s) towards the arrears (90if any) days from the auction date, any subsequent claims Balance Sum. Due apportionment and reimbursement for the payments (if any) made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solelytowards the arrears shall only be made after the Assignee has received the Balance Sum and for this purpose, the Purchaser shall produce receipts evidencing the payments. All Any other charges as at the date of auction sale not specified in Clause 7(c7 (c) (including but not limited to water bills, electric electricity bills, sewerage charges, telephone telephones bills and/or other monies whatsoever outstanding to the Developer and/or other authority/authorities / parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) a. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) b. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 5.1 Completion shall take place, subject as provided in this sub-clause 5.1, at the date offices of the auction sale Vendors' Solicitors on 30 July 2004 at 10 a.m. or at such other place or time as the parties shall agree. If any court of competent jurisdiction (“Payment Due Date”which the parties agree shall include without limitation the courts of Delaware, USA) shall have issued an order, judgment, decision or decree temporarily, preliminarily or permanently enjoining or restraining or prohibiting any of the Vendors or the Vendors' Guarantor, either alone or together with the Purchaser (the "AFFECTED PARTIES") from transferring or acquiring the Shares on 30 July 2004 pursuant to and in the manner contemplated by this Agreement (an "ORDER"), then Completion shall take place on the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% last business day of the successful bid (“Balance Sum”) calendar month in which any Order binding on or effective against all the Affected Parties is vacated, lifted or reversed by way a court of competent jurisdiction, permitting Completion to take place as contemplated by this Agreement. If Completion takes place on a business day which is not the last day of a calendar month, the provisions of sub-clause 5.5 shall apply. If issued, the parties will use all reasonable endeavours, having regard to the periods for Completion referred to in this sub-clause, to ensure that any Order binding on or effective against any of the bank draft Affected Parties is promptly vacated, lifted or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK reversed, including diligently pursuing any relevant legal proceedings (MALAYSIA) BERHAD, The amount it being understood that in no event shall such efforts require settlement or compromise by any of the cheque shall include outstation clearing charges which shall be borne parties of any claims or any other payments of funds by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy any of the requisite consents parties apart from reasonable costs of litigating the merits of the DeveloperOrder). If, Proprietor notwithstanding such efforts, such Order is not so vacated, lifted or reversed and / or State Authorities or relevant bodies approving the sale in favour of the PurchaserCompletion has not occurred by 29 October 2004, if necessary, subject firstly then this Agreement shall terminate. If this Agreement terminates pursuant to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable foregoing sentence, then notwithstanding anything to the Assignee) and deliver up the Related Documents contrary contained in this Agreement, no party hereto shall have any liability to any party hereto under this Agreement or otherwise in relation to the Purchaser, but such sale and assignment termination of this Agreement or the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the transactions contemplated hereby. 5.2 The Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required obliged to assign complete the property to purchase of any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, Shares unless the Assignee shall not be required sale to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour it of all of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the propertyShares is completed simultaneously. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a(1) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser Completion shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and take place at the expense offices of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within & ▇▇▇▇▇ no later than the stipulated ninety (90fifth Business Day after the conditions referred to in clause 4(1) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bankhave been fulfilled. The Purchaser shall bear and pay all fees and expenses including but not limited notify the Seller forthwith when the condition referred to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to clause 4(1)(a) has been fulfilled. (2) At Completion the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not Seller and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoprocure that the relevant events specified in Schedule 6 for which each is designated responsible shall take place. e(3) The stamp duty Purchaser shall at Completion deliver or procure the delivery by way of telegraphic transfer without deduction of any bank charges and registration fee commissions by the Purchaser's bank, without set off and in immediately available funds to an account designated by the Seller before the Business Day before Completion the payments for the MemorandumCWM Shares and the JV Shares referred to in clauses 3(1) and 3(2) above and the payment in respect of the Transfer Price referred to in clause 11(1) below. (4) Japanese JV Completion shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ on or before 31st December, 1999 and no later than the Assignment fifth Business Day after the conditions referred to in clauses 4(5)(a) and subsequent transfer 4(5)(b) have been fulfilled. The Seller shall notify the Purchaser forthwith when both those conditions have been fulfilled. (as 5) At Japanese JV Completion the case may beSeller and the Purchaser shall procure that the relevant events specified in Schedule 6 for which each is designated responsible shall take place. (6) PRC JV Completion shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ on or before 31st December, 1999 and no later than the fifth Business Day after the conditions referred to in clauses 4(5)(a) and 4(5)(c) have been fulfilled. The Seller shall notify the Purchaser forthwith when both those conditions have been fulfilled. (7) At PRC JV Completion the Seller and the Purchaser shall procure that the relevant events specified in Schedule 6 for which each is designated responsible shall take place. (8) The delivery by the Purchaser of the consideration for the JV Shares to the Seller pursuant to subclause (3) shall be borne and paid by a good discharge of the Purchaser's obligation to pay the relevant members of the Remaining Group that part of the consideration as relates to their respective holdings of JV Shares and the Seller shall receive that part of the consideration for the JV Shares as agent for the relevant members of the Remaining Group.

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee simultaneously: i) A i. a sum equivalent to 90% of the successful bid (“"Balance Sum”") by way of the bank draft or cashier’s 's order crossed “"A/C PAYEE ONLY” " made payable to OCBC BANK (MALAYSIA) BERHAD, . The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A . a copy of the requisite consents of the Developer, Proprietor and / or and/or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) b. If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rentquit rent, Assessmentassessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sumSum, provided that the Assignee/Bank Assignee is in receipt of the itemized billing for Quit Rentquit rent, Assessment assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ billings are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Assignee and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, taxes, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, fire insurance premium, sinking fund including the late penalty interest thereon (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. The Purchaser irrevocably acknowledges that the Purchaser is aware that the master title is under the status of `hakmilik batal’ and the Purchaser agrees to Purchase the chose in action (that is the rights of the Original Purchaser under the Sale and Purchase Agreement entered into between MB Builders Sdn Bhd (“The Vendor”) and Choo ▇▇▇▇▇ ▇▇▇▇ (“The Original Purchaser”) dated the 13th day of June, 2013) and the rights to the Property that have been assigned by the Original Purchaser to the Assignee with full knowledge of all risks and consequences to that chose in action and rights to the Property arising out of the master title being under `▇▇▇▇▇▇▇▇ ▇▇▇▇▇’ status. The Purchaser further agrees that the Assignee’s obligation under the Memorandum will be discharged upon execution of the Assignment mentioned in clause 7(a)(ii) above notwithstanding that the rights assigned thereunder to the Purchaser may be unenforceable as a result of the master title being under `hakmilik batal’ status. The Purchaser, being fully aware of the master title being under `hakmilik batal’ status and hereby acknowledging having sought independent legal advice regarding the consequences thereof on the interest in or on the Property being sold by auction, agrees that the execution of the Assignment mentioned in clause 7(a)(ii) above shall of itself constitute valuable consideration and that the contract created by the Memorandum shall not be rendered void on the basis of any failure of consideration or frustration. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 9.1 Completion shall take place at the offices of the Seller's Lawyers at 10 a.m. on the tenth Business Day after the date on which the terms for Completion set out in Clause 5 have been met, or at such other time and on such other date as the Seller and the Purchaser may agree. 9.2 Pending Completion (and whether or not the terms for Completion set out in Clause 5 are satisfied) the provisions of the schedule headed "Pre-Completion" shall apply. 9.3 At Completion the Parties shall do or procure to be done those things set out in the schedule headed "Completion" which will be deemed to happen in a single act ("unidad de acto"). 9.4 If Completion does not take place on the date set out in clause 9.1 above as a result of the Purchaser failing to comply fully with an obligation under this clause 9 or the schedule headed "Completion", the Seller may at its option (but without prejudice to any other right or remedy it may have) by notice in writing to the Purchaser elect to: (a) Within 120 days proceed to Completion in so far as reasonably practicable and, in any case, without prejudice to its rights under this Agreement; (b) postpone the date for Completion to the first Business Day on which the Seller reasonably believes that Completion may happen or to such other date as may be agreed by the Parties provided that such other agreed date shall be not longer than one (1) month from the date set out in clause 9.1 above; or (c) terminate this Agreement, in which case the Seller shall keep the Advanced Payment as penalty clause ("clausula penal"), without prejudice to any additional right to damages. If the Seller elects to postpone the date for Completion in accordance with clause (b) above then the provisions of this Agreement shall apply as if such postponed date were the date for Completion for all purposes. 9.5 If Completion does not take place on the date set out in clause 9.1 above as a result of the auction sale (“Payment Due Date”)Seller failing to comply fully with a material obligation under clause 5, this clause 9 or the schedule headed "Completion", the Purchaser shall deposit with may at its option (but without prejudice to any other right or remedy it may have) by notice in writing to the Solicitors appointed Seller elect to: (a) proceed to Completion in so far as reasonably practicable and, in any case, without prejudice to its rights under this Agreement; or (b) postpone the date for Completion to the first Business Day on which the Purchaser reasonably believes that Completion may happen or to such other date as may be agreed by the Assignee simultaneouslyParties provided that such other agreed date shall be not longer than one (1) month from the date set out in clause 9.1 above; or (c) terminate this Agreement, in which case the Purchaser shall recover the Advanced Payment and shall be entitled to receive an amount equivalent to the Advance Payment as penalty clause ("clausula penal"), without prejudice to any additional right to damages. 9.6 If the Purchaser elects to postpone the date for Completion in accordance with clause (b) then the provisions of this Agreement shall apply as if such postponed date were the date for Completion for all purposes. 9.7 If Completion does not take place in accordance with Clause 5 for any reason, and subject to clauses 9.4 and 9.5: i(a) A sum equivalent to 90% except for this clause, clause 14 (Confidentiality), clause 15 (Payment and Notices), clause 16 (Further Assurances), clause 17 (General) (except for clause 17.5), clause 18 (Whole Agreement) and clause 19 (Governing Law and Arbitration), and the provisions of the successful bid clause and schedule headed "Interpretation", all the other clauses of this Agreement shall lapse and cease to have effect; but (“Balance Sum”b) by way the lapsing of those provisions shall not affect any accrued rights or liabilities of any Party. 9.8 Risk and ownership of all the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque Participations shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly pass to the Assignee being satisfied with Purchaser on Completion. 9.9 The Parties further agree that if the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents financing is not obtained for reasons not attributable to the Purchaser, but such sale then the only consequence will be that Completion will not take place and assignment of the chose in action shall be prepared by and at Seller will keep the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the PurchaserAdvanced Payment. b) If 9.10 For the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are if a Material Adverse Change occurs, Completion shall not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank take place and the same Seller shall be borne by return the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding Advanced Payment to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoInvestment Group. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. (a) Within 120 days from Completion Date: (i) Completion shall take place at 9:00 a.m., New York City time, on a date to be agreed by the date Parties, being not more than three (3) Business Days (or such shorter period of time as remains before 11:59 p.m., New York City time, on the End Date) after the satisfaction or, in the sole discretion of the auction sale applicable Party, waiver (where applicable) of all of the Conditions (“Payment Due Completion Date”), the Purchaser shall deposit ) with the Solicitors appointed exception of Condition 2(d) (delivery and registration of the Court Order and a copy of the minute required by Section 75 of the Assignee simultaneouslyAct) (but subject to the satisfaction of such Condition). (ii) Completion shall take place at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022. (b) On or prior to Completion: (i) A sum equivalent to 90% Warner Chilcott shall procure that a meeting of the successful bid Warner Chilcott Board (“Balance Sum”or a duly authorised committee thereof) by way is held at which resolutions are passed (conditional on registration of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount Court Order with the Registrar of Companies occurring and effective as of the cheque Effective Time) approving: (A) the allotment and issue to Holdco (and/or its nominees) in accordance with the Scheme of the number of new shares in the capital of Warner Chilcott provided for in the Scheme; (B) the removal of the directors of Warner Chilcott as Holdco shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaserdetermine; and (C) the appointment of such persons as Holdco may nominate as the directors of Warner Chilcott. (ii) A copy Actavis shall procure the consummation of the requisite consents of steps set out on Exhibit 8.1(b)(ii) in accordance therewith; provided, however, that Actavis shall have the Developer, Proprietor and / or State Authorities or relevant bodies approving right to implement reasonable modifications to the sale steps set forth in favour of the Purchaser, if necessarysuch exhibit, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment consent of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee Warner Chilcott which consent shall not be required to assign unreasonably delayed, conditioned or withheld; and provided, further, that the property to any person other than the Purchaser. bprocedures set forth on Exhibit 8.1(b)(ii) If the separate document of title or strata title for the property has been issued whether before, on or after the date regarding review and approval of the auction sale, the Assignee instruments in Steps 9 and 11 shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration control for purposes of such transfer of the propertyinstruments. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from Completion shall take place at the date registered office of the auction sale Seller (“Payment Due Date”)or at such other location as the Seller and Buyer agree) on the Completion Date immediately after the execution of this agreement. On Completion, the Purchaser Seller shall deposit with deliver to the Solicitors appointed Buyer: the Books and Records; the Loose Plant and all other Assets hereby agreed to be sold, title to which can be transferred by delivery (and shall pass upon such delivery) and shall permit the Assignee simultaneously: i) A sum equivalent Buyer to 90% enter into and take possession of the successful bid (“Balance Sum”) by way Assets; where agreed as necessary between the parties, duly executed assignments or registered user agreements of the bank draft Business Intellectual Property in the Agreed Form; where agreed as necessary between the parties, releases under seal or cashier’s order crossed “A/C PAYEE ONLY” made payable certificates of non-crystallisation of charge of any Encumbrances to OCBC BANK (MALAYSIA) BERHAD, The amount which any of the cheque shall include outstation clearing charges which shall be borne Assets are subject duly executed by those entitled to the Purchaserbenefit thereof; a certified copy of a resolution of a general meeting of Quchem Limited showing a change of name to Limited; an assignment in the Agreed Form of the Lease incorporating a limited waiver of the covenant against alienation sufficient to allow assignment of the Lease to the Buyer; all documents of title and certificates for the operation and use of, failing which and all service documents within the deficiency shall be recoverable from possession of the PurchaserSeller pertaining to, the Fixed Plant, the Loose Plant and the Stock; and iithe Contracts and the books, accounts, reference lists of customers, credit reports, price lists, cost records, catalogues, advertising and all other documents, papers and records in the possession or under the control of the Seller relating to the Business and Assets duly written up to the Completion Date; all such records (or copies if the originals have been properly retained) A as are referred to in section 49 of the Value Added Tax ▇▇▇ ▇▇▇▇; and a copy of the requisite consents minutes of a meeting of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour directors of the Purchaser, if necessary, subject firstly Seller in the Agreed Form authorising the execution by that party of this Agreement and of any other documentation that may be necessary or desirable arising out of or in connection with this Agreement or the transactions contemplated thereby and appointing the relevant signatory or signatories to sign this Agreement and any such other documentation on its behalf. Upon compliance by the Seller with the provisions of clause 4.2 the Buyer shall provide for the electronic transfer of funds of the sum referred to in clause 4.1 to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment bank account of the chose in action shall be prepared by and Seller's Solicitors at the expense of the Purchaser. Where applicableNational Westminster Bank PLC, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ are not submitted within the stipulated ninety ▇▇▇▇ ▇▇▇ (90sort code: 50-00-00; Account number ▇▇▇▇▇▇▇▇) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same receipt of the Seller's Solicitors therefore shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding a good discharge to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoBuyer. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. (a) Within 120 days from 15 Business Days of receipt of a Call Back Options Exercise Notice given in accordance with clause 6.5 (Call Back Completion Date): (i) the date Optionholder must do (or procure the Nominee, if applicable, to do) all acts and things and execute and deliver to the Shareholders all documents (including, if required to enable a transfer of legal title, documents which constitute a sufficient transfer of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% Call Back Option Shares under Part 7.11 of the successful bid Act and the Corporations Regulations 2001 (“Balance Sum”Cth)) by way as required to enable the registration of each Shareholder for its applicable Call Back Option Shares as the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount legal and beneficial owner of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaserthose shares; and (ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly deliver to the Assignee being satisfied with Shareholders documents evidencing the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment release of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions Encumbrances (if any) imposed by in respect of the Developer Call Back Option Shares (including where appropriate the release or termination of any tripartite arrangement AUSTRALIA\ATAYLO\659281157.29 with the controlling participant of the Call Back Option Shares, delivery of holding statements in respect of the Call Back Option Shares and / any signed blank share transfer forms or Proprietor and / or their solicitors and / or relevant authorities pertaining to other documents permitting the registration of such transfer of its Call Back Option Shares which are in the propertypossession of the holder of any Encumbrance) including, if applicable, an undertaking from the holder of each Encumbrance to discharge any relevant financing statement from the PPS Register within 10 Business Days of release of that Encumbrance, upon the occurrence of which each Shareholder will pay the Optionholder or the Nominee (as applicable): (iii) the Call Back Options Exercise Price in respect of its Call Back Option Shares; plus (iv) an amount equal to its Respective Proportion of the Option Fee Tranche 2, in cleared funds. c(b) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to From the date of successful sale receipt of a Call Back Options Exercise Notice given in accordance with this deed until the applicable Call Back Option Shares are registered in the name of the subject property shall be deducted from relevant Shareholder, the purchase money upon Optionholder irrevocably and for valuable consideration, receipt of which is hereby acknowledged, appoints (and must procure the Balance sumNominee, provided if applicable, irrevocably appoints) the Shareholders to be its attorneys to do in the Optionholder's or Nominee's (as applicable) name and on its behalf everything necessary or expedient in the Shareholders' sole discretion to transfer the applicable Call Back Option Shares to the relevant Shareholder. The Optionholder expressly authorises (and must procure the Nominee to expressly authorise, if applicable) the Shareholders to do anything referred to in this clause 6.7(b) even if it may result in a benefit to the Shareholders. (c) The Optionholder declares (and must procure the Nominee declares, if applicable) that the Assignee/Bank is in receipt everything done by either of the itemized billing for Quit Rent, Assessment bills issued Shareholders in exercising powers under clause 6.7(b) is as valid as if it had been done by the relevant authority and Optionholder or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer Nominee (as applicable) and agrees to ratify and confirm whatever the case may be) shall be borne and paid by the PurchaserShareholders do in exercising those powers.

Completion. a8.1 Completion shall take place within five (5) Within 120 days from Business Days following the date of issuance of the auction sale NOC unless otherwise agreed in writing between the Seller and the Buyer (the “Payment Due Completion Date”). 8.2 On or immediately prior to the Completion Date, the Purchaser Buyer shall deposit deliver or make available to the Seller the NOC. The Buyer, with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% reasonable assistance of the successful bid (“Balance Sum”) by way Seller, shall be responsible for all filings or formalities in connection with procuring that Admission occurs on the Completion Date. 8.3 On or immediately prior to the Completion Date, each Party shall deliver or make available to the other Party the documents and evidence specified in ‎Schedule 8. 8.4 On or immediately prior to the Completion Date the Buyer shall procure that a meeting of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount board of directors of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing Buyer is held at which the deficiency shall be recoverable from the Purchaser; anddirectors shall:- ii(a) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale vote in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment registration of the chose in action shall be prepared by and at the expense Seller as a member of the Purchaser. Where applicable, company in respect of the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser.Consideration Shares; (b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 vote in favour of the Purchaser registration of the Seller and/or (subject to receipt of written approval from SCA and any other Competent Authority) the Permitted Transferees as holders of the Mandatory Convertible Bonds; (c) [***]; and (d) vote in favour of exercising the powers conferred on it by the Companies Law to convene a general meeting of the shareholders in accordance with the procedure set out in its articles of association (the “AGM”), for the purposes of appointing replacement directors, in each case subject only to Admission and Completion taking place. 8.5 Upon completion of the matters referred to in Clauses ‎8.2 and ‎8.4 above, on the Completion Date the Buyer shall:- (a) take all actions and do all things necessary (including delivering the Escrow Payment Letter to the Escrow Agent) to ensure that the Escrow Agent releases in accordance with the terms of the Escrow Agreement the Escrow Amount from the Developer or Completion Escrow Account; (b) issue duly executed Mandatory Convertible Bonds to the Proprietor Seller in accordance with Clause ‎3.1.3, and deliver to the same duly executed certificates for the Mandatory Convertible Bonds so issued and enter the name of the Seller and/or (subject to receipt of written approval from SCA and any other Competent Authority) the Permitted Transferees in the Buyer’s register of bondholders as the case may be). The transfer holder of the Property from Mandatory Convertible Bonds; and (c) enter the Developer or Proprietor (name of the Seller in the Buyer’s shareholder register as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer holder of the property. c) “ Any arrears Consideration Shares, and upon completion of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event all such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and matters Completion shall be deemed to have taken place. 8.6 The Buyer is not obliged to complete this Agreement unless the purchase of all of the Shares is completed simultaneously in all respects subject thereto whether accordance with this Agreement. 8.7 If Completion does not proceed on the Completion Date (or on the date to which Completion is postponed pursuant to Clause ‎5.9 .1) because a Party fails to fully discharge any of its obligations under this Clause ‎8, the other Party may by notice to such Party:- (a) proceed to Completion so far as practicable; (b) postpone Completion (and Admission) to such date as that Party specifies being not he makes any enquiry more than five (5) Business Days after the date referred to in Clause ‎8.1 in which event the provisions of this Agreement apply as if that other date is the Completion Date; or (c) terminate this Agreement with immediate effect. 8.8 If this Agreement is terminated in accordance with Clause ‎8.7.3, then each Party agrees to take such action and neither execute and deliver such agreements, documents and instruments as may reasonably be required to unwind the Assignee nor Commercial Registration and the Auctioneer transfer of the Shares such that the Shares are transferred back to the Seller. A Party who has failed to fully discharge its obligations under this Clause ‎8 shall be required or bound to inform responsible for and bear all reasonable costs, expenses and fees properly incurred by the Purchaser other Party in connection with any unwinding of the transactions contemplated under this Agreement (including any fees payable under Clause ‎7.6) and such matters whether known to them or not costs, expenses and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) fees shall be borne due and paid by the Purchaserpayable on demand.

Completion. a) Within 120 days from 8.1 Completion shall take place on the date Completion Date at the Empress Hotel, Douglas, Isle of the auction sale Man when all (“Payment Due Date”), but not part only unless the Purchaser shall deposit with so agree) of the Solicitors appointed by the Assignee simultaneouslyfollowing business shall be transacted: i(a) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of Vendor and the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor Warrantors (as the case may be) shall shall: (i) complete the assignment of the Airport Road West Property in accordance with the provisions of Part [C] of Schedule 1, and deliver to the Purchaser the deeds and documents of title to the Airport Road West Property; (ii) give immediate possession to the Purchaser of such of the Assets hereby agreed to be procured and prepared sold as are transferable by delivery; (iii) (if requested by the Purchaser) deliver to the Purchaser at duly executed assignments or other assurances, including, where appropriate, novations of such other of the Purchaser’s expense who undertakes Assets hereby agreed to pay be sold as are not transferable by delivery including, in particular, the Contracts (or such sums and comply with of them as the conditions Purchaser shall stipulate) specified in Appendix [7]; (iv) give immediate possession to the Purchaser (if anyappropriate) imposed by of the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining equipment the subject of the Leasing Agreements; (v) give immediate possession to the registration of such transfer Purchaser of the property.Records other than the Statutory Records; c(vi) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including procure the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale execution of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued Service Agreements by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ are not submitted ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; (vii) execute (or procure execution of) and deliver to the Purchaser each of the Supplemental Agreements; (viii) deliver to the Purchaser the Disclosure Letter; (ix) deliver to the Purchaser a copy of the Management Accounts, certified by a Director of the Vendor, as a true copy; (x) deliver to the Purchaser copies of each of the Name Change Resolutions certified by a Director of the relevant company concerned as a true copy and a letter undertaking to file within the stipulated ninety statutory prescribed time period the appropriate returns in Companies House, Cardiff; (90xi) days a letter from an authorised officer of The Bank of Ireland and also a letter from a Director of SX3 Limited confirming that their respective Security Interests over the auction date, whole or any subsequent claims made thereunder will not part of the Business and Assets to be entertained by the Assignee/Bank and the same shall be borne acquired by the Purchaser solely. All other charges will be released and discharged in full and such reconveyances, releases and discharges of all such Security Interests as at are required by the date Purchaser; (b) the Purchaser shall (i) acknowledge receipt of auction sale not specified the Disclosure Letter; (ii) pay the consideration payable hereunder in Clause 7(caccordance with clause 5.1; (iii) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding execute and deliver to the Developer and/or other authority/partiesVendor, counterparts of those of the Supplemental Agreements to which it is a party. (c) The arrangements stated in Schedule 8 with regard to pension entitlements of the Transferring Employees shall not be borne effected. (d) Following Completion, the Vendor will use its best endeavours to procure as soon as possible execution by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant landlord of a lease of the Ballyclare Property to the Assignment Purchaser in terms acceptable to the Purchaser and all other documents necessary for effecting execution of a licence of the transfer or assigning Newbury Property in favour of the beneficial ownership Purchaser in the property terms acceptable to the Purchaser. d(e) The Purchaser is responsible Following Completion, the Vendor will use its best endeavours to make his own enquiries and all liabilities and encumbrances affecting procure as soon as possible an assignment by the property and shall be deemed Department of Economic Development (acting through the Executive of the Industrial Development Board for Northern Ireland) to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not the Financial Assistance Agreement dated 8th March 1999 between the said Department and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty Vendor and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid to procure an assignment by the PurchaserIndustrial Research and Technology Unit of the Department of Economic Development of an offer of financial assistance from the said Unit to the Vendor dated 10th April 1997 and accepted by the Vendor on 11th April 1997.

Completion. (a) Within 120 days On or before 31/12/2029, subject to terms of this Agreement including the Force Majeure Events, Promoter shall, complete, (i) the Project and (ii) obtain Building Use Permission / occupancy certificate from the concerned Authority with respect to said Project (“Completion Date”). (b) Promoter shall be entitled to any reasonable extension for handing over the possession of the Unit, if the completion of the Project in which said Unit is situated, is delayed on account of Force Majeure Events. (c) In the event, if the necessary permissions / approvals / clearances etc. as may be required for handing over the possession of the Unit to the Allottee is delayed on account of any reason not attributable to the Developer/Promoter including any delay from the competent authority to grant/sanction such permissions/approvals/clearances, commencement of any legal proceedings adversely affecting the procurement of such permissions/approvals/clearances etc., then Promoter shall not be held responsible for any ensuing delay in handing over of the possession of the Unit beyond the Completion Date. If the Promoter fails to abide by the time schedule for completing the project and handing over the [Apartment/Plot] to the Allottee, the Promoter agrees to pay to the Allottee, who does not intend to withdraw from the project, interest at the rate of SBI MCLR +2% per annum, on all the amounts paid by the Allottee, for every month of delay, till the handing over of the possession. The Allottee agrees to pay to the Promoter, interest at the rate of SBI MCLR +2% per annum, on all the delayed payment which become due and payable by the Allottee to the Promoter under the terms of this Agreement from the date the said amount is payable by the allottee(s) to the Promoter. (d) If Promoter fails to complete the Project by the Completion Date, except as provided for in this Agreement including Force Majeure Events, then Promoter agrees to pay to the Allottee who continues with the allotment of the Unit, interest at the Specified Interest Rate i.e., SBI MCLR + 2 % p.a., on all the amounts paid by the Allottee, for such period of delay, till the date of handing over the possession of the Unit to the Allottee. (e) The Allottee shall have a right to cancel/terminate this Agreement and withdraw from the Project only if Promoter fails to complete the Project within Completion Date subject to sub-clauses [(b) and (c)] hereinabove. Upon such cancelation/termination and withdrawal by the Allottee from the Project, Promoter shall repay Basic Consideration paid by the Allottee (excluding taxes) along with interest at the Specified Interest Rate calculated from the date of receipt of such amounts respectively till the auction sale (“Payment Due Date”)date of actual payment/refund to the Allottee. Upon refund of the said amount together with interest as stated hereinabove, the Purchaser Allottee shall deposit have no right, title, interest, claim, demand or dispute of any nature whatsoever with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly respect to the Assignee being satisfied with the conditions if Unit in any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form manner whatsoever and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee Promoter shall be entitled to have a sufficient covenant deal with or dispose of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property Unit or part thereof to any person other than the Purchaseror party as Promoter may desire at its absolute discretion. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 4.1 Each Party undertakes to use reasonable endeavors to procure that Completion in respect of each Seller shall occur simultaneously. 4.2 Notwithstanding Clause 4.1, if any of the Conditions Precedent in respect of either of the Sellers (a “Postponed Seller”) are not satisfied or are not waived by the Purchaser prior to the Long Stop Date, then the Purchaser (a “Postponed Purchaser”) shall have the right to delay Completion in respect of the Postponed Seller's Sale Shares set out against its name in the “Sale Shares” table in Annexure I until such date as agreed between the Postponed Purchaser and the Postponed Seller, and such delayed Completion shall proceed in accordance with Clauses 4.4 to 4.6, provided that the Postponed Purchaser shall proceed with Completion with respect to either of the Sellers who are not Postponed Sellers without delay or postponement. 4.3 Completion shall take place on the Completion Date. 4.4 On the Completion Date: (a) Within 120 days each Seller shall exercise his votes at shareholders’ meetings such that he does not prevent the Company from doing all things necessary to approve the transfer of the Sale Shares to the Purchaser including entering the name of the Purchaser in the register of members of the Company as the holder of the Sale Shares; (b) on receipt of the SWIFT confirmation from the date Purchaser indicating proof of remittance of the auction sale relevant portion of the Consideration (“Payment Due Date”to him in accordance with Clause 4.4(c) below), each Seller shall instruct the Company to proceed with the actions specified in Clauses 4.5 and 4.7; (c) the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneouslyinstruct its bank to credit: (i) A sum equivalent the Seller 1 Consideration specified in the cell that corresponds to 90% of Seller 1 and the successful bid (Purchaser in the “Balance Sum”) Consideration” table in Annexure I in full to Seller 1’s Seller’s Designated Account by way of the bank draft wire transfer which shall, be free and clear of, and without deductions or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHADwithholdings for or on account of any tax, The amount or other deductions of the cheque shall include outstation clearing charges which shall be borne any nature, by the Purchaser, failing which the deficiency shall be recoverable from the Purchaserway of wire transfer; and (ii) A the Seller 2 Consideration specified in the cell that corresponds to Seller 2 and the Purchaser in the “Consideration” table in Annexure I in full to Seller 2’s Seller’s Designated Account by way of wire transfer which shall, be free and clear of, and without deductions or withholdings for or on account of any tax, or other deductions of any nature, by way of wire transfer. (d) Upon receipt of the Consideration as per Clause 4.4(c) above each Seller shall transfer the relevant Sale Shares to the Purchaser by submitting in his depository participant’s branch, a delivery instruction slip mentioning the Purchaser’s depositary participant’s account details for enabling the share transfer. Each Seller will then e-mail a scanned copy of such delivery instruction slip acknowledged by such Seller’s depository participant to the requisite consents Purchaser. The Purchaser’s depositary participant’s account number for the share transfer is as follows: Counter Party DP Name: SMC GLOBAL SECURITIES LIMITED Counter Party DP ID: IN303655 Counter Party Client ID: 10111742 Counter Party Client Name: MIH India Food Holdings B.V.; (e) The Sellers shall submit the SMF / Form FC-TRS (as applicable under the Foreign Exchange Management Act, 1999) with the concerned authorized dealer bank in connection with the sale of the DeveloperSale Shares and shall provide due acknowledgement of filing to the Purchaser. 4.5 Upon receipt by the Company of the acknowledged copy of Form FC-TRS / SMF from the concerned authorised dealer, Proprietor the Board shall hold a meeting at shorter notice and / or State Authorities or relevant bodies pass the following resolutions in a form and manner acceptable to the Purchaser: (i) approving the sale in favour transfer of the Purchaser, if necessary, subject firstly ’s allocation of the Sale Shares to it; (ii) approving the entry of the name of the Purchaser in the register of members of the Company as the registered holder of the Purchaser’s allocation of the Sale Shares; and (iii) authorising such other acts as may be necessary to give effect to the Assignee being satisfied with Purchaser’s Completion. 4.6 Following Completion, the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents Company shall promptly provide to the Purchaser, but such sale and assignment (i) certified true copies of the chose in action shall be prepared resolutions passed by the Board pursuant to Clause 4.5 above, and at the expense (ii) a certified extract of the Purchaser. Where applicable, updated register of members of the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for Company which reflects the Purchaser to assume all liabilities and obligations pertaining to as the property. The Assignee shall not be required to assign registered holder of the property to any person other than the PurchaserSale Shares. b) If the separate document of title or strata title for the property has been issued whether before4.7 Subject to Clause 4.2, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided it is clarified that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by transactions contemplated under this Agreement to be consummated on the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, Completion Date as against any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and particular Seller shall be deemed to purchase occur simultaneously in all respects subject thereto whether or not he makes any enquiry respect of that Seller and neither the Assignee nor the Auctioneer no such transaction against a Seller shall be required or bound to inform the Purchaser of any consummated unless all such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretotransactions are consummated against that Seller. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 8.1 Completion shall take place at the Property or such other place as the parties may agree on the Completion Date when all (but not part only, unless the parties shall so agree) of the following business shall be transacted: (a) Within 120 days The Vendor shall: (i) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser that the Assets have been released from any Encumbrances; (ii) give physical possession to the date Purchaser at their normal locations of such of the auction sale Assets as are transferable by delivery; (“Payment Due Date”iii) make available to the Purchaser at their normal locations all documents of title or other records establishing title to the Assets (if any); (iv) make available to the Purchaser at their normal locations the originals of all documents in the Vendor's possession, constituting or of employment; (v) make available to the Purchaser at their normal location the Business Records; (vi) deliver to the Purchaser duly executed originals of the Goodwill Assignment, the Purchaser shall deposit with Debtors Assignment and the Solicitors appointed by Licence (including the Assignee simultaneously: i) A sum equivalent to 90% source codes and copies of all 12 relevant technical and other documents in respect of the successful bid (“Balance Sum”) by way of Excluded Products as set out in the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Schedule to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the PurchaserLicence); and ii(vii) A deliver to the Purchaser evidence of title to the Assets including duly executed deed of assignment from LK Global Healthcare Systems Limited to the Vendor pursuant to the reorganization of the Vendor's group completed on 31 December 1999 together with a copy of the requisite consents of the Developeran executed Statutory Declaration, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but confirmation that such sale and assignment of the chose in action shall be prepared by and declaration has been lodged at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order appropriate Stamp Office for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaseradjudication. (b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not The Lease will be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor completed (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant the sum of(pound)2,250,000 by telegraphic transfer for same day value to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the PurchaserNominated Account (d) The Purchaser is responsible shall deliver to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither Vendor duly executed counterparts of the Assignee nor Goodwill Assignment, the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not Debtors Assignment and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoLicence. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 4.1. Completion shall take place at the date Company’s offices forthwith after the signing of this Agreement or such other place and time as may be agreed between the Transferors and the Company. 4.2. All of the auction sale (“Payment Due Date”), the Purchaser actions to be taken by each Transferor pursuant to Completion for such Transferor’s BVI Sub Shares shall deposit be subject to such Completion occurring simultaneously with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% Completion for each of the successful bid (“Balance Sum”) by way other Transferors’ BVI Sub Shares, and none of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable actions with respect to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have Completion for a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and Transferor shall be deemed to purchase have occurred until Completion with respect to each Transferor is complete. 4.3. At Completion, each Transferor shall: (a) deliver or procure to be delivered to the Company: (i) the original share certificates for the BVI Sub Shares (if any have been issued previously) held by such Transferor; (ii) (if so requested by the directors of the Company) share transfer forms duly executed by such Transferor in all respects subject thereto whether or not he makes any enquiry respect of the transfer by such Transferor to the Company of its BVI Sub Shares; (iii) a true copy certified by a director of BVI Sub of the board resolutions of BVI Sub approving the transfer by the Transferors to the Company of the BVI Sub Shares and neither the Assignee nor execution, delivery and performance of this Agreement, the Auctioneer shall updating of the register of members of BVI Sub and registration of the Company as a member of BVI Sub and the issue of share certificates in respect of the BVI Sub Shares to the Company; (iv) such other documents as may be required or bound to inform give a good, complete and effective transfer of title of the Purchaser BVI Sub Shares to the Company and to enable the Company to become the registered holder(s) thereof, if applicable; and (b) procure that the Company be duly registered as the holder of any such matters whether known the BVI Sub Shares subject to them or not the memorandum and articles of association of BVI Sub and arrange and/or procure the issuance of the share certificates in respect of the BVI Sub Shares and the Purchaser due delivery of the same to the Company. 4.4. At Completion, the Company shall: (a) deliver or procure to be delivered to each of the Transferors a true copy (certified by a director of the Company) of its board resolutions approving the acceptance of the transfer by the Transferors of their respective BVI Sub Shares to the Company, the execution, delivery and performance of this Agreement, the allotment and issue by the Company of the relevant number of Consideration Shares to each of the Transferors and/or its nominees in the manner and as provided and referred to in Clause 2.2, all credited as fully paid, the updating of the Company’s register of members, and the appointment of directors to the board of the Company such that the board of the Company comprises the same members as the board of BVI Sub as at immediately before the date of this Agreement; (b) deliver or procure to be delivered to each of the Transferors a true copy (certified by a director of the Company) of its shareholders’ resolution adopting the amended memorandum and articles of association substantially in the form attached hereto as Schedule 3 (“Amended Articles”) and approving the amendments to the authorized share capital as specified in the Amended Articles; (c) simultaneously with the transfer by each Transferor of its BVI Sub Shares to the Company, allot and issue the Consideration Shares to each such Transferor and/or its nominees in the manner and as provided and referred to in Clause 2.2; (d) deliver or procure to be delivered to each of the Transferors a true copy certified by the registered agent of the Company of the updated register of directors of the Company as at immediately following Completion, reflecting the appointment of directors to the board of the Company such that the board of the Company comprises the same members as the board of BVI Sub as at immediately before the date of this Agreement; (e) deliver or procure to be delivered to each of the Transferors a true copy certified by the registered agent of BVI Sub of the updated register of members of BVI Sub as at immediately following Completion reflecting the sale and transfer by all of the Transferors of all of their respective BVI Sub Shares to the Company; and (f) deliver or procure to be delivered to each of the Transferors a true copy certified by the registered office of the Company of the updated register of members of the Company as at immediately following Completion reflecting the issue and allotment by the Company of all of the relevant number of Consideration Shares to each of the Transferors and/or its nominees in the manner and as provided and referred to in Clause 2.2 and share certificates in respect of the relevant number of Consideration Shares to each of the Transferors and/or its nominees. 4.5. At Completion, the Company, BVI Sub, the Transferors and the other parties thereto shall raise no enquiryenter into the Shareholders’ Agreement of the Company, requisition substantially in the form appended hereto at Schedule 4 (“Cayman Co Shareholders’ Agreement”), and the Company shall deliver or objection thereon or procure to be delivered to each of the Transferors an original copy of the Cayman Co Shareholders’ Agreement duly executed by each of the parties thereto. e4.6. The transfer by a Transferor of the BVI Sub Shares to the Company under Clause 4.3 (“BVI Sub Transfer”) The stamp duty and registration fee the issue and allotment under Clause 4.4 by the Company of Consideration Shares to such Transferor and/or its nominees in the manner and as provided and referred to in Clause 2.2 (“Cayman Co Issue”) shall occur simultaneously, and none of the actions with respect to the BVI Sub Transfer or the Cayman Co Issue with respect to a Transferor shall be deemed to have occurred until all of the steps for the Memorandum, the Assignment BVI Sub Transfer and subsequent transfer (as the case may be) shall be borne and paid by the PurchaserCayman Co Issue are complete.

Completion. Completion shall occur as soon as reasonably practicable after execution of this Agreement by all of the Sellers when: (a) Within 120 days from the date each Seller shall deliver (or shall procure to be delivered) to Newco: (i) a duly completed and executed instrument of transfer in favour of Newco in respect of the auction sale Adaptimmune Shares set out opposite his name in columns 2 and 4 of Schedule 3 (“Payment Due Date”Sellers’ details), the Purchaser shall deposit together with the Solicitors appointed share certificate(s) for such Adaptimmune Shares (or an indemnity in the form prescribed by Newco in the Assignee simultaneously: icase of any lost certificate) A sum equivalent to 90% and any power of the successful bid (“Balance Sum”) by way of the bank draft attorney or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges other authority under which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaserthose transfers have been executed; and (ii) A the Shareholders’ Agreement duly executed by that Seller; (b) each Seller that is a party to the Investors’ Rights Agreement shall deliver (or shall procure to be delivered) to Newco the Investors’ Rights Agreement duly executed by that Seller; (c) the Sellers, having procured prior to the entry into of this Agreement the passing of the Written Resolution, shall each deliver to Newco a copy of the requisite consents Written Resolution duly executed by that Seller; (d) the Sellers shall execute and do (or procure to be executed or done) all such other documents, acts or things as are reasonably necessary in order to perfect the title of the DeveloperNewco to, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicableits registration as holder of, the Assignee shall be entitled Adaptimmune Shares; and (e) Newco shall: (i) allot and issue, credited as fully paid, the Consideration Shares pursuant to have a sufficient covenant of indemnity inserted Clause 3 in the assignment numbers set against the Sellers’ respective names in order for columns 3 and 5 of Schedule 3 (Sellers’ details); (ii) update the Purchaser register of members to assume all liabilities record the allotment and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document issue of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or shares pursuant to the Assignment and all other documents necessary for effecting terms of this Agreement; (iii) deliver to each Seller relevant share certificates in respect of the transfer Consideration Shares or assigning the beneficial ownership in the property retain any such share certificate to be held to the Purchaserrelevant Seller’s order if so requested; d(iv) The Purchaser deliver: (A) the Shareholders’ Agreement duly executed by Newco and Adaptimmune to the Sellers; (B) the Investors’ Rights Agreement duly executed by Newco and Adaptimmune to each Seller that is responsible a party to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither Investors’ Rights Agreement; (C) the Assignee nor NEA Letter, the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not Wellington Letter and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoFidelity Letter each duly executed by Newco to the relevant recipient in each case. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC ▇▇-▇▇▇▇ BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; ii) If goods and services tax is chargeable on the purchase price of the property, an additional sum equivalent to the goods and services tax, currently at 6% of the Purchase Price, shall be deposited by way of bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD; and iiiii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If In the event that the separate document of title or strata title for to the property Property has been or is issued whether beforeprior to, on or after the date of the auction sale, : - i) the Assignee shall not be at anytime required to register its charge(s) nor to procure a memorandum of transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The ; ii) if there are any restrictions in interests affecting the Property, the Purchaser shall comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7 above; iii) upon and subject to the payment in full of the Balance Purchase Price in accordance with Clause 7 above and all other moneys (if any) payable by the Purchaser in accordance with the terms and conditions contained herein these Conditions Of Sale and upon and subject to the Purchaser at the Purchaser’s own absolute responsibility and costs and expenses obtaining the confirmation and/or consent as applicable from the Developer and/or the Proprietor, the relevant authorities and/or bodies, as the case may be, for the completion of the sale and purchase and/or the transfer of the Property from the Assignee to the Purchaser as may be required; iv) where the Developer or (and/or the Proprietor (as the case may be) and/or the relevant authorities and/or bodies is/are agreeable to a direct transfer the title in the Property to the Purchaser, it shall be procured the Purchaser’s own absolute responsibility and prepared by the Purchaser at the Purchaser’s sole and absolute costs and expense who undertakes (including and not limited to pay legal fees, stamp duty, registration fees and such sums moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and comply obtain from the Developer, the Proprietor or such relevant authority or body, the Developer’s, the Proprietor’s or such relevant authority’s or body’s execution of the Memorandum of Transfer in respect of the Property as a direct transfer in favour of the Purchaser as transferee and all relevant documents in support for the registration of the said Memorandum Of Transfer. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid and shall not in any way be responsible or liable to the Purchaser for any of the same (including and not limited to obtaining the said Memorandum of Transfer and/or documents in favour of the Purchaser and/or any delay in obtaining any of the same); and v) where the Developer (and/or the Proprietor as the case may be) and/or the relevant authorities and/or bodies is/are not agreeable to a direct transfer of the title in the Property to the Purchaser, it shall be the Purchaser’s own absolute responsibility and at the Purchaser’s sole and absolute costs and expense (including and not limited to legal fees, stamp duty, registration fees and such moneys payable and/or owing to the Developer and/or such relevant authorities and/or bodies) to prepare and submit to the Assignee’s solicitors for the Assignee’s execution, the Memorandum of Transfer in respect of the Property in favour of the Purchaser as transferee. In such situation, the Purchaser acknowledges and admits that the Purchaser shall not be entitled to and shall not present the Memorandum of Transfer in favour of the Purchaser as transferee for registration at the relevant land office / registry until and unless the memorandum of transfer in respect of the Property in favour of the Assignor as transferee shall have first been duly executed by the relevant persons and delivered to the Assignee’s solicitors for the Assignee’s or the Assignee’s solicitors’ further action. The Purchaser shall be absolutely responsible for and shall be solely and absolutely liable for all fees, costs and expenses in connection with the conditions preparation, stamping and registration of the memorandum of transfer in favour of the Assignor as transferee (including and not limited to the payment of any moneys payable or owing to the Developer and/or the relevant authorities and/or bodies). The memorandum of transfer in favour of the Assignor as transferee shall only be delivered to the Purchaser or the Purchaser’s solicitors upon full payment of the Balance Purchase Price in accordance with the provisions of Clause 7 above and all other moneys (if any) imposed payable by the Developer Purchaser in accordance with the terms and / conditions contained herein these Conditions of Sale. The Assignee, the Assignee’s solicitors, the Auctioneer and their respective servants or Proprietor agents do not in any way, form or manner make any representation or warranty whatsoever in respect of any of the aforesaid matters and / shall not in any way be responsible or their solicitors and / or relevant authorities pertaining liable to the registration of such transfer Purchaser for any of the property.same (including but not limited to any delay that may arise in the delivery to the Purchaser or the Purchaser’s solicitors the memorandum of transfer in favour of the Assignor as transferee and/or the Memorandum of Transfer in favour of the Purchaser as transferee) c) “ Any arrears of Quit Rentquit rent, Assessmenttaxes, service/rates, assessment, service / maintenance charges, charges and sinking fund (including the any late penalty interest (if anyinterest) which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be deducted from the purchase money Purchase Price upon receipt of the Balance sum, provided that the Assignee/Bank is Sum. The Purchaser shall pay such arrears (if any) in receipt of the itemized billing for Quit Rent, Assessment bills issued by advance to the relevant authority and or the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleDeveloper or Proprietor or relevant third parties. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are Purchaser is not submitted within entitled to deduct the stipulated ninety payment(s) towards the arrears (90if any) days from the auction date, any subsequent claims Balance Sum. Due apportionment and reimbursement for the payments (if any) made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solelytowards the arrears shall only be made after the Assignee has received the Balance Sum and for this purpose, the Purchaser shall produce receipts evidencing the payments. All Any other charges as at the date of auction sale not specified in Clause 7(c7 (c) (including but not limited to water bills, electric electricity bills, sewerage charges, telephone telephones bills and/or other monies whatsoever outstanding to the Developer and/or other authority/authorities / parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) a. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) b. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 5.1 Subject to the provisions of this Agreement, Completion shall take place at the offices of HSH Nordbank in Piraeus at such date to be agreed in writing by the Seller and the Buyer. 5.2 At Completion the Seller shall: (a) Within 120 days from deliver the date documents and evidence set out in Part 1 of Schedule 4; (b) procure that resolutions of board meeting of the auction sale (“Payment Due Date”), Company at which the Purchaser shall deposit with the Solicitors appointed matters identified in Part 3 of Schedule 4 are carried out each duly signed by the Assignee simultaneously:Directors; i(c) A sum equivalent deliver any other documents referred to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable in this Agreement as being required to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne delivered by the Purchaser, failing which the deficiency shall be recoverable from the PurchaserSeller; and ii(d) A copy pay an amount equal to the aggregate of all Hires in Advance (unless set off in accordance with Clause 5.4) via electronic transfer to the Buyer’s Account unless at the Seller’s option it decides to deduct and set off such amounts from the payment of the requisite consents Initial Purchase Price. 5.3 At Completion the Buyer shall: (a) pay the Initial Purchase Price (adjusted for any setting off permitted by Clause 5.4, being free and clear from any tax, set off or deduction and ensure that the Seller receives an amount that would otherwise have been received had no such deductions been made and as per the provisions of clause 14.2) via electronic transfer to the Seller’s Account (and such payment shall constitute good discharge to the Buyer in respect of it) in accordance with Clause 4; and (b) deliver the documents and evidence set out in Part 2 of Schedule 4; 5.4 Payments required under Clauses 5.2(d) and 5.3(a) may be netted against each other if agreed at any time in advance of Completion by the Buyer and Seller. 5.5 If the respective obligations of the Developer, Proprietor Seller under Clause 5.2 and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale Buyer under Clause 9) Then 5.3 are not complied with in any material respect on the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicableCompletion Date, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer Buyer or the Proprietor (Seller, as the case may be). , may, without prejudice to any other rights it has: (a) proceed to Completion so far as practicable; or (b) defer Completion to a date no more than ten (10) Business Days after the agreed Completion date; or (c) terminate this Agreement. 5.6 The transfer of Buyer or the Property from Seller may defer Completion under Clause 5.4 only once, but otherwise this Clause 5 applies to a Completion deferred under that clause as it applies to a Completion that has not been deferred. 5.7 As soon as reasonably practicable after Completion, but not later than five Business Days, the Developer or Proprietor Seller shall send to the Buyer (as the case may be) shall be procured and prepared by the Purchaser at the Purchaseraddress referred to in Clause 15.2(b) and at the Seller’s expense who undertakes the Books and Records except those that are required to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the propertybe delivered at Completion. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 14.1 Completion shall take place at the date offices of the auction sale Purchaser’s Solicitors on the second Business Day next following the satisfaction or waiver of the Conditions in accordance with clause 5 (the “Payment Due Completion Date”), or such other date as may be agreed in writing between the Purchaser shall deposit with and the Solicitors appointed by Sellers’ Representatives. 14.2 At Completion the Assignee simultaneouslySellers shall: (a) procure delivery to the Purchaser of; (i) A sum equivalent to 90% of the successful bid (“Balance Sum”) EBT Sale Agreement, duly executed by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person each party other than the Purchaser.; b(ii) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 duly executed transfers in favour of the Purchaser from or its nominee(s) in respect of all the Developer Shares, the EBT Shares and the Smedvig Warrants together with a certified copy of any power of attorney under which any such transfer or other document referred to in this subclause 14.2 has been executed; (iii) the Proprietor share certificates representing the Shares and the EBT Shares (as or an indemnity in a form reasonably satisfactory to the Purchaser in the case may beof any found to be missing). The transfer ; (iv) the certificates representing the Smedvig Warrants (or an indemnity in a form reasonably satisfactory to the Purchaser in the case of any found to be missing); (v) any waivers, consents and other documents required to enable the Purchaser or its nominee(s) to be registered as holders of the Property Shares and the EBT Shares free from the Developer Encumbrances or Proprietor written confirmation from each Sellers’ Representative that none is required; (as the case may bevi) shall be procured and prepared by Voting Powers of Attorney, in favour of the Purchaser at or its nominees from each Seller and EBT Seller in respect of all the Purchaser’s expense who undertakes Shares and the EBT Shares, respectively; (vii) in respect of each Group Company, the statutory registers and minute books, in each case, complete and accurate up to pay such sums Completion, and comply with the conditions certificate of incorporation and any certificate(s) of incorporation on change of name, the common seal (if any) imposed and any share certificate books; (viii) the Supplemental Disclosure Letter duly signed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer each of the property.Sellers; c(ix) “ Any arrears the Escrow Agreement duly executed by each Sellers’ Representative; (x) letters of Quit Rentresignation in Agreed Form of ▇▇▇▇▇ ▇▇▇▇▇, Assessment▇▇▇▇ ▇▇▇▇▇▇, service/maintenance charges▇▇▇▇ Anelm, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as directors of the subject property shall be deducted from Company; (xi) the purchase money upon receipt Subordination Agreements, each signed by each Zipcar Noteholder; (xii) the New Streetcar Employment Agreements, signed by each of those persons set forth in schedule 9; and (xiii) the Balance sumZipcar Investor Documents, provided duly executed by each Seller; and (b) procure that the Assignee/Bank a board meeting of each Group Company is in receipt of the itemized billing for Quit Rentheld at which resolutions are passed to: (i) appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ are not submitted within and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as additional directors of each Group Company; (ii) change the stipulated ninety registered office of the relevant Group Company to ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇; (90iii) days from approve (subject only to the auction date, any subsequent claims made thereunder will not be entertained same being duly stamped) the transfers referred to in subclause 14.2(a)(ii) above for registration; (iv) revise its bank mandates in such manner as the Purchaser requires; and (v) approve the execution by the Assignee/Bank Company of the New Streetcar Employment Agreements. 14.3 Upon compliance by the Sellers with the provisions of subclause 14.2 the Purchaser shall: (a) pay, or procure the payment of, a sum equal to the amount of the Smedvig Loan by electronic transfer to the Sellers’ Solicitors Account; (b) pay or settle, or the procure the payment or settlement of, the Smedvig Fee by: (i) paying, or procuring the payment of, a sum equal to the amount of the Smedvig Fee Cash by electronic transfer to the Sellers’ Solicitors Account; (ii) issuing the Smedvig Fee Shares to Smedvig and delivering to Smedvig a definitive share certificate in respect of the same; (iii) issuing the Smedvig Fee Notes to Smedvig, together with the related Smedvig Fee Note Warrants, and delivering the same shall be borne to Smedvig; and (iv) issuing the Smedvig Fee Warrants to Smedvig, and delivering the same to Smedvig; and (c) pay, or procure the payment of, a sum equal to the amount of the Sellers’ Solicitors’ Fee by electronic transfer to the Sellers’ Solicitors Account. 14.4 Upon compliance by the Purchaser solely. All other charges as at with the date provisions of auction sale not specified in Clause 7(csubclauses 14.3(a) (including but not limited to water billsand 14.3(b), electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to Smedvig shall procure that the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property Smedvig Release is delivered to the Purchaser. d14.5 The Sellers shall procure that at Completion: (a) The all (if any) sums (other than any sums due to any Seller under any service agreement or contract of employment with the Company or any sums to the extent provided in the Preliminary Net Cash Statement) owing by any Group Company to any Seller or any Affiliate of any Seller have been fully extinguished and that there are repaid all sums (if any) owing to any Group Company by any Seller or Affiliate of any Seller (other than another Group Company) or by the directors of any Group Company or any of their connected persons except those arising in the ordinary course of trade and whether or not such sums are due for repayment; (b) each Group Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of any Seller or any Affiliate of any Seller (other than a Group Company), and prior to such repayment or release the relevant Sellers undertake to the Purchaser is responsible (on behalf of itself as trustee on behalf of each Group Company) to keep each Group Company fully indemnified against any failure to make his own enquiries such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance. 14.6 Upon compliance by the Sellers with the provisions of subclause 14.2, subclause 14.4 and all liabilities subclause 14.5, the Purchaser shall: (a) pay an amount equal to the Closing Cash Payment Amount by electronic transfer to the Sellers’ Solicitors Account, to be distributed to the Sellers in the amounts set out opposite each Seller’s name in column (L) of the Allocation Schedule; (b) issue the Principal Seller Consideration Shares (less the Escrow Shares) to the Sellers (in the amounts set out opposite each Seller’s name in column (O) of the Allocation Schedule) and encumbrances affecting deliver to the property and Sellers’ Representatives definitive share certificates in respect of the same; (c) issue the Escrow Shares to the Escrow Agent (and, for the avoidance of doubt, for the purposes of schedule 10, each Seller shall be deemed to purchase have contributed the number of Escrow Shares set opposite its name in all respects subject thereto whether column (N) of the Allocation Schedule) and deliver to the Escrow Agent a share certificate (issued in the name of the Escrow Agent or not he makes any enquiry its nominee) in respect of the same; (d) issue the Principal Seller Consideration Notes to the Sellers (in the amounts set out in column (Q) of the Allocation Schedule), together with the related Consideration Note Warrants, and neither deliver the Assignee nor same to the Auctioneer shall Sellers’ Representatives; (e) issue the Principal Seller Consideration Warrants to the Sellers (in the amounts set out in column (P) of the Allocation Schedule), and deliver the same to the Sellers’ Representatives; (f) deliver to Smedvig the Zipcar Exchange Warrants; (g) pay the sum of $50,000 (the “Cash Adjustment Balance”) by electronic transfer to the Purchaser’s Solicitors Account, to be required or bound held for the purposes of clause 4; (h) deliver to inform the Sellers’ Representatives a counterpart of the Supplemental Disclosure Letter, duly signed by the Purchaser; (i) deliver to the Sellers’ Representatives a counterpart of the Escrow Agreement, duly signed by the Purchaser and the Escrow Agent; (j) deliver to the Sellers’ Representatives counterparts of the New Streetcar Employment Agreements, each executed by the Company; (k) deliver to the Management Sellers’ Representatives evidence of approval by the compensation committee of the board of directors of the Purchaser of the grant of options to be documented by way of the Zipcar Option Agreements; and (l) deliver to the Sellers’ Representatives the Zipcar Restated Certificate, certified by the Secretary of State of the State of Delaware; (m) deliver to the Sellers’ Representatives the Zipcar Investor Documents, duly signed by the Purchaser. 14.7 The Escrow Shares will be held by the Escrow Agent in accordance with the terms of the Escrow Agreement. 14.8 If for any such matters whether known reason the provisions of subclauses 14.2 to them or 14.7 above are not and complied with in all respects, the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer Sellers’ Representatives (as the case may be) may elect (in addition and without prejudice to all other rights or remedies available to them) to: (a) defer completion to a date not more than 10 Business Days after that date (in which case this clause 14 shall apply to Completion so deferred), provided that Completion shall take place no later than the Longstop Date, save with the written agreement of the Purchaser and each Sellers’ Representative; (b) waive all or any of the requirements of the other party at its discretion by service of a notice to that effect in writing on the other party; or (c) terminate this agreement. 14.9 The Purchaser shall be borne entitled to place the following legends on the certificates evidencing (i) the Transaction Securities, (ii) any shares of capital stock issued upon exercise of any of the other Transaction Securities (such shares, the “Resulting Securities”), and/or (iii) any other shares of capital stock of the Purchaser issued in respect of such shares (as a result of stock splits, stock dividends, reclassifications, recapitalisations or similar events): (a) “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and paid may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” (b) “The sale, transfer, pledge, mortgage or other disposition of any of the shares represented by this certificate is restricted by a Sixth Amended and Restated Stockholders’ Agreement, as amended and/or restated from time to time, among certain of the Purchasershareholders of this corporation and this corporation (the “Agreement”). A copy of the Agreement is available for inspection during normal business hours at the principal executive office of this corporation.” (c) “The shares of stock represented by this certificate are subject to certain voting agreements as set forth in a Stockholders’ Voting Agreement, as amended and/or restated from time to time, by and among the registered owner of this certificate, the Company and certain other stockholders of the Company, a copy of which is available for inspection at the offices of the Secretary of the Company.”

Completion. 3.1 Completion shall occur at the offices of Ashurst LLP following the execution of this deed and on Completion: (a) Within 120 days from the date of Company shall deliver to or make available to the auction sale Buyer; (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent transfers in the appropriate form relating to 90% all the Sale Shares duly executed on behalf of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale each Seller in favour of the Purchaser, if necessary, subject firstly Buyer; (ii) duly executed share certificates from the Sellers; (iii) share certificates relating to the Assignee being satisfied with the conditions if any imposed Sale Shares purchased; and (otherwise the Assignee may terminate the sale under Clause 9iv) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment copies of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicablethis deed, the Assignee shall be entitled to have a sufficient covenant Loan Agreement, the Letter of indemnity inserted in Wishes and the assignment in order for Escrow Deed duly executed by the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person parties thereto (other than the PurchaserBuyer); (b) the Company shall deliver to the Sellers a note indicating the amount of Deferred Consideration owed and the due dates for payment of such Deferred Consideration; and (c) the Buyer shall deliver to the Company copies of this deed, the Loan Agreement, the Letter of Wishes and the Escrow Deed duly executed by the Buyer. b3.2 The Sellers each irrevocably authorise the Company or such other duly appointed person(s) If pursuant to the separate document power of title or strata title for attorney granted in the property has been issued whether before, on or after the date Form of the auction saleAuthority to duly execute and deliver copies of this deed, the Assignee shall not be Escrow Deed, transfers in the appropriate form relating to the Sale Shares and such other documents as are required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by facilitate the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from Sale Shares to the Developer Buyer and to effect the terms set out in this deed. 3.3 As soon as is reasonably practicable following Completion (and as further set out in the Escrow Deed) and upon compliance by the parties with the provisions of clause 3.1 of this deed, the Buyer shall provide for the transfer by CHAPS of the Initial Consideration to the Sellers via the account notified to it by the Company pursuant to the terms of the Escrow Deed. 3.4 The Company will procure that the Deferred Consideration shall be paid to the relevant (Sellers at the time(s) (i.e. the Deferred Consideration Payment Dates) and in the amounts set out in schedule 2 in accordance with the provisions of the Escrow Deed. Notwithstanding the provisions of this clause 3.4, the Company may at its sole discretion notify the Buyer in writing that it wishes, all or Proprietor any of the Deferred Consideration to be paid at a time in advance of the due dates for payment to the Sellers, in which case the Company shall accelerate payment of the relevant advances to the Buyer under the Loan Agreement. The Company shall notify the Sellers as soon as reasonably practicable in advance if payment of the Deferred Consideration is to be accelerated. 3.5 The Sellers and the Buyer acknowledge and agree that the Deferred Consideration will be an unsecured debt of the Company which may be, at the Company’s sole discretion, subordinated to any finance facility entered into by the Company. Where any subordination or any similar event occurs which may impact on the Company’s ability to make advances to the Buyer under the Loan Agreement, the Company shall notify the Buyer in writing in advance. 3.6 The Company agrees with the Sellers that it will not (without the consent of the Sellers who are owed Deferred Consideration}, until such time as the case may beDeferred Consideration is paid in full pay any dividends to shareholders. 3.7 The Sellers acknowledge and agree that the Buyer shall only be liable to the Sellers for any Sale Consideration due under this deed to the extent that the relevant amounts (to meet in full the payments of the Initial Consideration and Deferred Consideration due to the Sellers) shall be procured and prepared are transferred by the Purchaser at Company to the Purchaser’s expense who undertakes Buyer pursuant to the terms of the Loan Agreement and the Escrow Deed. In particular and without prejudice to the foregoing, the Sellers acknowledge and agree that the Buyer shall have no liability to the Sellers if the Company fails to pay such sums and comply with the conditions (if any) imposed or makes late or partial payment of any advance due to be paid by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining Company to the registration of such transfer of Buyer under the propertyLoan Agreement. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided 3.8 The parties hereto each acknowledge and agree that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, Sellers recourse in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within of any late, partial or non-payment of the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same Sale Consideration shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoCompany. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a7.1 Within five (5) Within 120 days from Business Days following the Unconditional Date (but in any case prior to the Longstop Date) with respect to any Sale Securities of any Portfolio Company (other than 4d Pharma, Open Orphan, Synairgen and Theravance), the Seller shall deliver to the Purchaser a written notice notifying the Purchaser of the Seller’s intention to proceed to a Relevant Completion (each such notice, an “Unconditional Sale Securities Notice”, and the date of delivery of any such Unconditional Sale Securities Notice being the auction sale “Unconditional Sale Securities Notice Date”) setting out: (a) the Unconditional Sale Securities able to be transferred to the Purchaser; (b) the Relevant Completion Amount payable in respect of the Unconditional Sale Securities; and (c) the date on which any such Unconditional Sale Securities are required to be transferred pursuant to the applicable Portfolio Agreements or the terms of any Waiver and Consent, provided, that if the Seller fails to deliver an Unconditional Sale Securities Notice in respect of such Unconditional Sale Securities by the date which is the later of (A) the date which falls five (5) Business Days prior to the date on which any such Unconditional Sale Securities are required to be transferred pursuant to the applicable Portfolio Agreements or the terms of any Waiver and Consent and (B) the date which falls five (5) Business Days prior to the Longstop Date (such date, the “Payment Due Final Unconditional Date”), the Seller shall be deemed to have delivered an Unconditional Sale Securities Notice to the Purchaser on the Final Unconditional Date. 7.2 As soon as possible following receipt by the Purchaser of an Unconditional Sale Securities Notice with respect to any Unconditional Sale Securities and in any event no later than five (5) Business Days following receipt thereof, the Purchaser shall deposit with deliver to the Solicitors appointed by the Assignee simultaneouslySeller a written notice (each such notice, a “Pre-Completion Notice”) setting out: i(a) A sum equivalent unless earlier notified to 90% the Seller pursuant to Clause 6.1, the identity of any Nominee or Nominees of the successful bid Purchaser (“Balance Sum”or account or custodian of any such person) by way that will take transfer of any Unconditional Sale Securities at such Relevant Completion (and the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK Unconditional Sale Securities each such Nominee will take transfer of); (MALAYSIAb) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly solely with respect to the Assignee being satisfied with Sale Securities in the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicablePrivate Portfolio Companies, the Assignee shall be entitled to have proposed completion date of such Relevant Completion, being a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities date which is not less than five (5) Business Days and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other more than the Purchaser. btwenty (20) If the separate document of title or strata title for the property has been issued whether before, on or Business Days after the date of the auction salePre-Completion Notice (and in any event not later than the Longstop Date) (the “Private Portfolio Company Proposed Completion Date”); and (c) solely with respect to the Sale Securities in the Public Portfolio Companies, the Assignee proposed completion date of such Relevant Completion, being a date which is not less than one (1) Business Day after the date of the Pre-Completion Notice (so long as the Pre-Completion Notice is delivered by 2:00 p.m. on the date of delivery of the Pre-Completion Notice) and not later than the last Private Portfolio Company Proposed Completion Date (and in any event not later than the Longstop Date) (the “Public Portfolio Company Proposed Completion Date”). 7.3 Notwithstanding the foregoing provisions of this Clause 7, in the case of the Sale Securities of each of 4d Pharma, Open Orphan, Synairgen and Theravance: (a) the date of this Agreement shall be deemed the Unconditional Sale Securities Notice Date for such Sale Securities and the Seller shall be deemed to have delivered to the Purchaser an Unconditional Sale Securities Notice substantially in the form attached as Schedule 9 hereto with respect to such Sale Securities; (b) the Purchaser shall be deemed to have delivered to the Seller a Pre-Completion Notice on the date of this Agreement substantially in the form attached as Schedule 10 hereto in respect of such Sale Securities; and (c) immediately following the Escrow Agent notifying the Parties that the Escrow Amount (in pound sterling) has been received in the Escrow Account pursuant to the terms of the Escrow Agreement (but in no event before such time): (i) the Parties shall jointly instruct the Escrow Agent to pay the Relevant Completion Amount in respect of such Sale Securities at the Relevant Completion to the account designated by the Seller, by wire transfer of immediately available funds from the Escrow Account, and to notify the Parties immediately upon such payment being initiated (together with wire transfer details) in accordance with the Escrow Agreement (the “First Completion Payment Notice”), and (ii) simultaneously with such joint written instruction, the Seller shall deliver an instruction to the Depositary to transfer such Sale Securities to the Purchaser or any Nominee identified by the Purchaser in the relevant Pre-Completion Notice on the Relevant Completion Date (with a copy of such instruction to the Purchaser). For the purposes of this Clause 7.3, the “Relevant Completion Date” shall be the date the Escrow Agent delivers to the Parties the First Completion Payment Notice, and the Seller shall use its commercially reasonable endeavours to procure that the delivery of the applicable Sale Securities to the account of the Purchaser shall occur (x) if the Seller receives the First Completion Payment Notice from the Escrow Agent by no later than 12:00 p.m. on the date of the First Completion Payment Notice, on the date of the First Completion Payment Notice, and (y) if the Seller receives the First Completion Payment Notice from the Escrow Agent after 12:00 p.m. on the date of the First Completion Payment Notice, on the first Business Day immediately following the date of the First Completion Payment Notice. 7.4 Unless otherwise agreed by the Seller and the Purchaser in writing, each Relevant Completion shall take place at the offices of the Seller’s Solicitors on the earlier of (x) the Proposed Completion Date with respect to the applicable Unconditional Sale Securities set out in the relevant Pre-Completion Notice and (y) if the Purchaser fails to deliver a Pre-Completion Notice or if the Proposed Completion Date is later than the earlier of (A) the date on which any such Unconditional Sale Securities are required to be transferred pursuant to the applicable Portfolio Agreements or the terms of any Waiver and Consent and (B) the Longstop Date, the Relevant Completion in respect of such Unconditional Sale Securities shall occur on the earlier of (1) the twentieth (20th) Business Day after the relevant Unconditional Sale Securities Notice Date, (2) the date on which such Unconditional Sale Securities are required to be transferred pursuant to the applicable Portfolio Agreements or the terms of any Waiver and Consent and (2) the Longstop Date (the date of such Relevant Completion, the “Relevant Completion Date”). 7.5 At each Relevant Completion: (a) the Seller shall do all those things required of it (insofar as they apply to the relevant Sale Securities) in accordance with Clause 4.5 and Part A of Schedule 4; and (b) the Purchaser shall do all those things required of it (insofar as they apply to the relevant Sale Securities) in accordance with Clause 4.5, Part B of Schedule 4 and any relevant Unconditional Sale Securities Notice. 7.6 If a Party does not comply with its material obligations under this Clause 7 and Schedule 4 at the Relevant Completion in any respect, the other Party shall not be required obliged to register complete the sale of the relevant Sale Securities or perform any of the other obligations set out in Schedule 4 at the Relevant Completion and the other Party may in its charge(sabsolute discretion (in addition and without prejudice to any other right or remedy available to the other Party hereunder or at common law) nor by written notice to procure a transfer the non-complying Party: (a) defer such Relevant Completion to such other date (not being after the Longstop Date) as such Party may specify (and so that the provisions of this Agreement relating to such Relevant Completion shall apply mutatis mutandis) with, in Form 14A as prescribed the case of non-compliance by the National Land CodePurchaser, 1965 in favour interest accruing on the Relevant Completion Amount pursuant to Clause 18 until such time as such Completion actually occurs; (b) waive all or any of the Purchaser from requirements contained or referred to in the Developer Unconditional Sale Securities Notice, the Pre-Completion Notice or the Proprietor Schedule 4 (as applicable) at its discretion and proceed to such Relevant Completion so far as practicable, without prejudice to any rights against the case may benon-complying Party for breach of contract or otherwise under this Agreement; or (c) if the Longstop Date has passed, terminate this Agreement by notice in writing to the non-complying Party. 7.7 Where a Party terminates this Agreement pursuant to Clause 7.6(c). The transfer of , each Party’s further rights and obligations with respect to any Sale Securities which have not been transferred by the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by Seller to the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up a Relevant Completion prior to the date of successful sale of the subject property such termination shall be deducted from the purchase money upon receipt of the Balance sumcease immediately on such termination, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority but such termination shall not affect a Party’s accrued rights and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleobligations at termination. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified Those provisions set out in Clause 7(c) (including but not limited 5.8 shall continue to water billshave effect, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to notwithstanding the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser termination of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretothis Agreement under Clause 7.6(c). e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 5.1 Completion shall take place forthwith following signature of this agreement: (a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense offices of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized H▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety ; or (90b) days from the auction date, at any subsequent claims made thereunder will not be entertained other place or time as agreed in writing by the Assignee/Bank Seller and the same shall Buyer. 5.2 Immediately upon Completion the Seller shall: (a) deliver or cause to be borne delivered the documents and evidence set out in Part 1 of Schedule 2; (b) procure that any indebtedness in the nature of borrowing owed by the Purchaser solely. All Company to a bank or other charges financial institution or any member of its Group as at the date Completion Date or any other indebtedness which has not been incurred in the normal course of auction sale not specified business (it being acknowledged that any debt which has arisen in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) ordinary course of business between the Company and CML shall not be borne required to be discharged on the Completion Date, but in the normal course) is repaid or otherwise discharged and the Seller undertakes to indemnify and keep indemnified the Company against all losses or liabilities which it may suffer or incur as a result of the Seller’s or the Company’s failure to do so; (c) procure that a board meeting of the Company is held at which the matters identified in Part 2 of Schedule 2 are carried out or that such matters are otherwise approved by the Assignee/Bankboard of the Company; and (d) deliver any other documents referred to in this agreement as being required to be delivered by the Seller. 5.3 At Completion the Buyer shall: (a) pay the Completion Payment in cash by telegraphic transfer to the Seller; (b) deliver to the Seller a certified copy of the resolution adopted by the board of directors of the Buyer authorising the Transaction and the execution and delivery by the officers specified in the resolution of this agreement, and any other documents referred to in this agreement as being required to be delivered by it; (c) deliver to the Seller any other documents referred to in this agreement as being required to be delivered by the Buyer; (d) deliver to the Seller an original of the Transition Services Agreement between the Company and CML in the agreed form duly executed by the Company; (e) deliver to the Seller an original of the Lease between the Seller, the Company and the Buyer in the agreed form duly executed by the Company and the Buyer; (f) deliver to the Seller an original of the Sub Lease between the Company and CML in the agreed form duly executed by the Company; (g) deliver to the Seller an original of the Trademark Licence Agreement between the Company and the Guarantor in the agreed form duly executed by the Company; (h) deliver to the Seller an original of the Trademark Licence Agreement between the Company and CML in the agreed form duly executed by the Company; and (i) deliver to the Seller an original of the note in the agreed form duly executed by the Buyer in satisfaction of the Sterling Consideration. 5.4 As soon as reasonably practicable after Completion the Seller shall send to the Buyer (at the Buyer´s registered office for the time being) all records, correspondence, documents, files, memoranda and other papers belonging to the Company not required to be delivered at Completion and which are not kept at any of the properties used by the Company. 5.5 The Seller shall pay to the Buyer within 5 Business Days of demand by the Buyer a sum equal to 0.5% of the Sterling Consideration (as adjusted, if applicable, in accordance with clause 5.7). 5.6 The Seller shall pay to the Buyer or the Company within 5 Business Days of demand by the Buyer an amount equal to the professional costs (including counsel’s fees) and expenses reasonably incurred by the Company in connection with the proposed reduction in the Company’s share premium account for the purposes of creating distributable reserves of the Company such costs not to exceed £20,000 (excluding VAT if payable) without the Seller’s consent (such consent not to be unreasonably withheld or delayed). The Purchaser Buyer shall bear provide to the Seller copies of all relevant invoices if requested by the Seller. 5.7 In the event that the net amount due to the Company by members of the Seller’s Group as at 2359hrs GMT on 17 November 2006 as recorded in the accounting records of the Company is more or less than the amount of the Receivable the Seller and the Buyer agree that the amount of the Receivable and the amount of the Sterling Consideration shall be adjusted so that they both equal such net amount and the Notes in the agreed form shall be amended accordingly. 5.8 It is recognised that the Working Capital is likely to be less than £2,467,000. The Seller shall therefore within 4 Business Days following the Completion Date pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental the Buyer the sum of £370,000 on account of monies which are anticipated to or be due pursuant to paragraph 8 (b) of Schedule 6 hereof. No interest will be payable on such sum of ££370,000 for the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property period of 4 Business Days referred to above. 5.9 The Seller will procure that there shall be repaid to the Purchaser d) The Purchaser is responsible to make his own enquiries Company as soon as reasonably practicable following Completion and all liabilities and encumbrances affecting in any event within 4 Business Days of Completion any sums which have been swept by Bank of America from the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoCompany's bank accounts after 2359hrs on Friday 17 November 2006. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 6.1 Completion shall take place on the Completion Date (or on such other date as may be agreed) at the offices of Condor. 6.2 The obligation of Tournigan at Completion is to transfer to Condor good title to, and possession of, the Sale Assets. Accordingly, and without limitation, Tournigan must deliver or cause to be delivered to Condor at Completion: (a) Within 120 days from a duly executed deed of assignment in the date form annexed hereto as Annexure A whereby: (i) Exploracion ▇▇▇▇▇▇ agrees to be bound by the terms and conditions of the auction sale MOU; (“Payment Due Date”), ii) Exploracion ▇▇▇▇▇▇ and ▇▇▇▇▇ Resources acknowledge and agree that the Purchaser shall deposit MOU is valid and subsisting in accordance with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% its terms and that there are no outstanding breaches of the successful bid (“Balance Sum”) by way MOU and that all obligations of Tournigan in respect of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to MOU have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer performed up to the date of successful sale Completion and that there are no variations or alterations to the MOU other than the letters from Tournigan to ▇▇▇▇▇ Resources dated 4 October 2002 and 24 September 2003; (iii) the interests of Tournigan in the MOU and all rights and obligations in respect of the subject property shall be deducted from MOU are assigned by Tournigan to Condor with the purchase money upon receipt consent of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority ▇▇▇▇▇ Resources and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized Exploracion ▇▇▇▇▇▇▇▇ are not submitted within ; (b) originals of all consents required for the stipulated ninety transfer of the Sale Assets from Tournigan to Condor; (90c) days from possession of the auction date, any subsequent claims made thereunder will not be entertained Sale Assets. 6.3 The obligation of Condor at Completion is to satisfy the Consideration by the Assignee/Bank issue and allotment to Tournigan of the same shall number of Shares set out in clause 4.2, and to appoint one representative of Tournigan to the Board of Directors of Condor 6.4 The requirements of clauses 6.2 and 6.3 are interdependent and must be borne carried out contemporaneously. No delivery or payment is deemed to have been made until all deliveries, payments and appointments have been made. 8 78921.2 6.5 Notwithstanding clause 6.4, if any act, matter or thing which ought to have been done or any document which ought to have been executed or delivered at Completion is found not to have been done, executed or delivered each Party must, upon request by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited Party after Completion, immediately do or cause to water billsbe done that act, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding matter or thing or execute and deliver or cause to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear executed and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretodelivered that document. e6.6 If any act, matter or thing is required to be done or any document is required to be executed or provided to Condor to more satisfactorily transfer possession or ownership of the Sale Assets to Condor then Tournigan must, upon request by Condor after Completion, immediately do or cause to be done that act, matter or thing or execute and deliver or cause to be executed and delivered that document. 6.7 Any obligation of a Party under this clause 6 which is not wholly performed at or before Completion shall survive and not merge on Completion if Completion (notwithstanding that non-performance) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaseroccurs.

Completion. a) Within 120 days from 5.01 Completion shall take place at the date offices of the auction sale Purchaser on the Completion Date or at such other place and time as shall be mutually agreed (“Payment Due Date”time in either case being of the essence). 5.02 At Completion, the Vendors shall each severally deliver or cause to be delivered to the Purchaser: (i) duly executed instrument of transfer in respect of the Sale Shares in favour of the Purchaser (or its nominees); (ii) all powers of attorney or other authorities under which the instrument of transfer in respect of the Sale Shares have been executed; (iii) such waivers or consents as the Purchaser may require to enable the Purchaser or its nominees to be registered as the holders of the Sale Shares; (iv) written confirmation that the Vendors are not aware of any matter or thing which is in breach of or inconsistent with any of the representations, warranties and undertakings herein contained; (v) written confirmation and register of shareholders in the Company with all duly executed agreements in relation to the Business; (vi) such other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser or its nominees to become the registered holders thereof. 5.03 At Completion, the Purchaser shall deposit with deliver to each of the Solicitors appointed by the Assignee simultaneouslyVendors: i(a) A sum equivalent to 90% written confirmation that the Purchaser is not aware of any matter or thing which is in breach of or inconsistent with any of the successful bid representations, warranties and undertakings herein contained; (“Balance Sum”b) its board resolutions approving this Agreement and the performance by way it of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHADits obligations hereunder, The amount certified as a true and correct copy thereof by a director of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii(c) A copy the share certificate(s) for the number of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of Consideration Shares to which that Vendor is entitled hereunder. 5.04 Without prejudice to any other remedies available to the Purchaser, if necessary, subject firstly to in any respect the Assignee being satisfied provisions of Clause 5.02 are not complied with by the conditions if any imposed (otherwise Vendors on the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for Completion Date the Purchaser may: (a) defer Completion to assume all liabilities a date not more than 28 days after the Completion Date (and obligations pertaining so that the provisions of this Clause 5.04, apart from this sub-paragraph (a), shall apply to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser.Completion as so deferred); or (b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required proceed to register Completion so far as practicable (without prejudice to its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor rights hereunder); or (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretorescind this Agreement. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. (a) Within 120 days from The Vendor or the date Vendor’s Advocates will notify the Purchaser of the auction sale (“Payment Due Date”)issuance of the Certificate of Occupation for the Estate and, accordingly, of the Completion Date AND the Purchaser shall deposit immediately pay to the Vendor directly by Electronic Funds Transfer (EFT) or Real Time Gross Settlement (RTGS) and in cleared funds the balance of the Purchase Price together with the Solicitors appointed by apportioned outgoings and any Interest PROVIDED THAT, subject first to the Assignee simultaneously: i) A sum equivalent to 90% Purchaser’s strict compliance with the provisions of Special Condition F herein below, any portion of the successful bid (“Balance Sum”) by way balance of the bank draft Purchase Price that is being financed and that is not due on a specific date or cashier’s order crossed “Athat is not due in accordance with any pre-agreed instalment payment plan in accordance with Condition 2 above and the mode of payment shown in the First Schedule hereto, shall become due and payable directly to the Vendor by EFT/C PAYEE ONLY” made payable to OCBC BANK RTGS (MALAYSIAas aforesaid) BERHAD, The amount within Fourteen (14) days of successful registration of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy Transfer n favour of the requisite consents of Purchaser and the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale corresponding Charge in favour of the Purchaser’s Financier. Upon confirmation of receipt by the Vendor of such payment in full, if necessarywithout any set-off or deduction whatsoever, subject firstly (or, receipt of the requisite Letter of Guarantee and Professional Undertaking (as the case maybe)), the Vendor’s Advocates shall, PROVIDED FURTHER THAT all payments of all Stamp Duty, Legal Costs and Fees, Service Charge and all other costs strictly as provided for in this Agreement have been paid by the Purchaser as required (without any set-off or deduction whatsoever), thereafter, commence with registration of the transfer of lease. (b) Subject to the Assignee being satisfied with foregoing and provided that the conditions if Purchaser has not breached any imposed (otherwise of the Assignee may terminate terms of this Agreement, the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable following Completion Documents shall be forwarded to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer (or the Proprietor Purchaser’s/Financier’s Advocates (as the case may be). The transfer ) upon successful conclusion of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes sale herein: i. Certificate of Lease in respect to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bankii. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser duly registered original Transfer of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee Lease for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by Unit in favour of the Purchaser. iii. Certified Copy of the duly registered Sectional Plan. iv. Counterpart of the duly registered Discharge of charge over the Land or Partial discharge of any Charge over the Property (if applicable). v. Copy of the Vendor’s PIN Certificate. vi. Certified Copy of the Architect’s Certificate of Practical Completion. vii. Certified Copy of the Certificate of Occupation. viii. Copies of NEMA approvals in respect of the Development. ix. Copies of Vendor’s certificate of incorporation. x. Certified copy set of the current year Land Rates and Land Rent receipts evidencing payment in full for the year of registration.

Completion. a) Within 120 days from 4.1 Completion shall take place at the date offices of the auction sale (“Payment Due Date”), Vendor's Solicitors on the Completion Date or at such other place or time as the Vendor and the Purchaser shall deposit with agree in writing. 4.2 On Completion the Solicitors appointed Vendor shall deliver or, in the case of clauses 4.2(a) and 4.2(b) make available to the Purchaser:- (a) the Books and Records; (b) list of all Debtors and a list of all creditors as at the close of business on the business day immediately preceding the Calculation Date; (c) at the Properties the Loose Plant and all other Assets hereby agreed to be sold title to which can be transferred by delivery and shall permit the Assignee simultaneously: i) A sum equivalent Purchaser to 90% enter into and take possession of the successful bid Assets; (“Balance Sum”d) by way releases under seal or confirmation of releases of any Encumbrances to which any of the Assets are subject duly executed by those entitled to the benefit thereof; 4.3 The Purchaser shall deliver to the Vendor's Solicitors a banker's draft drawn on a town clearing bank draft for immediately available funds or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale telegraphic transfer in favour of the Purchaser, if necessary, subject firstly Vendor's Solicitors for an amount equivalent to the Assignee being satisfied with Initial Consideration and the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment receipt of the chose in action Vendor's Solicitors therefor shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled a good discharge to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer 4.4 Save as otherwise agreed in Form 14A as prescribed writing by the National Land Codeparties, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and Completion the Purchaser shall raise no enquiryprocure that Interface Inc. and each of its subsidiaries, requisition will be released from any guarantee, indemnity, bond, letter of comfort, or objection thereon encumbrance or similar obligation given or incurred in relation to or which relates to the Liabilities (other than the Excluded Liabilities) and shall in the meantime indemnify the Vendor, Interface Inc. and each of its subsidiaries against any liability in relation thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 7.1 Completion of the sale and purchase of the Sale Shares in accordance with this agreement (the Completion) shall take place at the offices of ▇▇▇▇▇ & Overy LLP (in London, England), Kaimakliotis LLC (in Larnaca, Cyprus) and Linklaters LLP (in Milan, Italy) on the Completion Date. 7.2 On Completion the Purchaser shall do or procure the performance of the following actions: (a) Within 120 days pay or procure payment of the Estimated Purchase Price and the Estimated Intra-Group Payables (the payment of the Estimated Intra-Group Payables to be made as contemplated in subclause 10.1) to the Seller; (b) deliver or make available to the Seller an instrument of transfer in the Agreed Form in respect of the EU-Cyprus Shares duly executed by GGE Cyprus; and (c) procure the delivery to the Seller of the Assignment duly executed by Istituto Marangoni. 7.3 On or before Completion the Seller shall do or procure the performance of the following actions: (a) pay or procure payment of the Estimated Intra-Group Receivables to the Purchaser as contemplated in subclause 10.3; (b) deliver or make available the corporate books and records, duly written up-to-date, including the shareholders’ register in respect of the Group Companies, and all other books and records, all to the extent required to be kept by each Group Company under the law of its jurisdiction of incorporation; (c) procure the delivery to the Purchaser of the TSA duly executed on behalf of the Seller, EU-Cyprus and Laureate Italy; (d) procure the delivery to the Purchaser of original resignation letters, in the Agreed Form and effective on or before Completion, for each Resigning Director of each Group Company; (e) deliver or make available to the Purchaser: (i) an instrument of transfer in the Agreed Form in respect of the EU-Cyprus Shares duly executed by the Seller (as registered holder) in favour of GGE Cyprus accompanied by the corresponding share certificate in the name of the Seller, such certificate being duly cancelled (or an express indemnity in the Agreed Form, in the case of any missing certificate); (ii) a share certificate in the name of GGE Cyprus in the Agreed Form in respect of the EU-Cyprus Shares; and (iii) a print-out of the original register of members of EU-Cyprus in the Agreed Form updated to record the registration therein, as at Completion, of: (x) the transfer of the EU-Cyprus Shares from the Seller to GGE Cyprus; and (y) GGE Cyprus as the registered holder of the EU-Cyprus Shares free from any Encumbrances, and which print-out shall be duly certified by the secretary of EU-Cyprus; (iv) an original or certified copy of the minutes of a meeting (or a written resolution) of the board of directors of each Cyprus Group Company, in the Agreed Form, at which it has been resolved to: (A) accept the resignation of each Resigning Director of that Cyprus Group Company; (B) appoint as a director of that Cyprus Group Company, in each case subject to such person having consented to act, each Replacement Director of that Cyprus Group Company; (C) revoke any existing powers of attorney issued by that Cyprus Group Company with respect to bank accounts, including the powers of attorney issued on 5 May 2017 by each of: (i) EU — Cyprus; (ii) A.S. Cyprus College (Larnaca) Ltd, (iii) EUC Health Services Limited; (iv) ▇▇▇▇▇ Research & Incubator Center (▇▇▇▇) Ltd.; and (v) E.U.C. Research Centre Ltd; (D) instruct the register of directors of that Cyprus Group Company to be updated to reflect the changes with respect to the resignation of each Resigning Director of that Cyprus Group Company and the appointment of each Replacement Director of that Cyprus Group Company; and (E) instruct the secretary of that Cyprus Group Company to make the necessary filings and registrations with the Cyprus Registrar of Companies with respect to the resignation of each Resigning Director of that Cyprus Group Company and the appointment of each Replacement Director of that Cyprus Group Company; (v) procure the delivery to the Purchaser of original or certified true copy of the secretary’s certificate of each Cyprus Group Company, in the Agreed Form, dated at the date of Completion, certifying, inter alia, that the auction sale details set out under the name of that Cyprus Group Company in Schedule 1 or Schedule 2, as applicable, are true and accurate and that no resolutions have been passed by that Cyprus Group Company for its winding up; (“Payment Due Date”f) cause the shareholder(s) of each Cyprus Group Company (other than ▇▇▇▇▇ Research & Incubator Center (▇▇▇▇) Limited) to adopt a resolution, in the Agreed Form, to release each Resigning Director of that Cyprus Group Company from any liability based on such persons’ actions in the role as director and waiving any claim based thereon; (g) procure the delivery to the Purchaser of an original or certified copy of the resolutions contemplated by subclause 7.3(f); (h) use their reasonable endeavours to cause the members of the supervisory body appointed according to D. Lgs. 231/2001 of the Italian Group Companies to submit resignation letters, in the Agreed Form, effective on Completion; (i) cause a board of directors’ meeting of each of the Italian Group Companies to be held to (i) make confirmations as to its financial situation on the Completion Date (including with respect to the absence of undisclosed or contingent liabilities, and that it is not engaged in any pending or threatened litigation (including pertaining to Tax)) and (ii) approve the merger plan relating to the Merger, with the minutes of each meeting being in the Agreed Form; (j) procure that prior to the board of directors meetings of the Italian Group Companies referred to under subclause 7.3(i) above, each of the Seller, as sole shareholder of Laureate Italy, and Laureate Italy, as sole shareholder of Nuova Accademia, waive and renounce the preparation and filing for the purposes of the Merger of the interim financial statements (situazione patrimoniale) pursuant to art. 2501-quater of the Italian Civil Code; (k) cause each Italian Group Company to hold a shareholders’ meeting, the minutes of which shall be in the Agreed Form, at which the shareholders of that Italian Group Company shall resolve to: (i) accept the resignations of each Resigning Director of that Italian Group Company in each case releasing them from any liability based on their actions in such roles and waiving any claim based thereon, excluding any conduct carried out with fraud (dolo) or gross negligence (colpa grave); and (ii) appoint as a director of that Italian Group Company, in each case subject to such person having consented to act, each Replacement Director of that Italian Group Company; (l) procure the delivery to the Purchaser (or the representative of the Purchaser who attends the execution of the Italian Deed of Transfer (as defined below) of an original or certified copy of the minutes or resolutions contemplated by subclause 7.3(k), including through delivery of the corporate books and records pursuant to subclause 7.3(b); (m) procure the delivery to Nuova Accademia of an opinion from DLA Piper Studio Legale Tributario Associato, confirming that the Intercompany Loan Cleanup in Italy does not raise any issues relating to financial assistance pursuant to applicable law, in the Agreed Form; (n) procure the delivery to the Purchaser of evidence reasonably satisfactory to the Purchaser that the Intercompany Loan Cleanup in Italy has been completed prior to Completion in accordance with the document referred to in the definition of the Intercompany Loan Cleanup in Italy, including copies of the documentation settling the relevant loans, copies of bank statements of the Italian Group Companies showing that funds have been transferred in accordance with such documentation and a copy of the Guarantee duly executed on behalf of the Seller; and (o) procure the delivery to the Purchaser of the Assignment duly executed by the Seller and Nuova Accademia. 7.4 On Completion, immediately after the actions referred to under subclauses 7.2 and 7.3 above have been performed, the Seller shall and the Purchaser shall deposit with the Solicitors appointed procure that Istituto Marangoni shall execute, before an Italian public Notary chosen by the Assignee simultaneously: i) A sum equivalent Purchaser and notified in writing by the Original Purchaser or the Purchaser to 90% the Seller at least five Business Days prior to Completion, only for purposes of article 2470 of the successful bid (“Balance Sum”) by way Italian Civil Code, the deed of transfer of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK Laureate Italy Shares (MALAYSIA) BERHADthe Italian Deed of Transfer), The amount of the cheque shall include outstation clearing charges which shall be borne in the Agreed Form, it being agreed and understood that the execution the Italian Deed of Transfer shall not cause or imply any novation or modification of this agreement, which will remain in full force and effect, and thus supersedes the Italian Deed of Transfer after such execution. 7.5 No party shall be obliged to complete the sale and purchase of the Sale Shares unless all of the obligations of the respective parties which are to be performed on Completion are performed on the same date and in accordance with the terms of this agreement. The Purchaser (in the case of a default by the Seller) or the Seller (in the case of a default by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled (in addition to have a sufficient covenant of indemnity inserted in and without prejudice to all other rights or remedies available, including the assignment in order for right to claim damages) by written notice to the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (Seller, as the case may be: (a) to fix a new date for Completion (being not more than ten Business Days after the initial Completion Date) (and the provisions of this clause 7 shall apply to Completion as so deferred) provided that such deferral can only occur once). The transfer ; or (b) to effect Completion, as far as practicable, having regard to the defaults which have occurred. 7.6 Subject to Completion having first been deferred for a period of up to ten Business Days under subclause 7.5(a) and the Property from parties having used reasonable endeavours to effect Completion during that period, the Developer Purchaser (in the case of a default by the Seller) or Proprietor the Seller (in the case of a default by the Purchaser) shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Purchaser or the Seller, as the case may be) shall be procured and prepared by , to terminate this agreement (other than the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to Surviving Clauses). If for any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are reason Completion does not submitted within the stipulated ninety (90) days from the auction date, occur any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and action taken shall be deemed not to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not have occurred and the Purchaser parties shall raise no enquiry, requisition or objection thereon or theretotake all action necessary to restore them to their respective positions prior to such actions being taken. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.