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) 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) 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 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; 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) 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 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 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 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 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 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 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) 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 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 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 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 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 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 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. 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 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) 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) 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”) 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) 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 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) 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 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. 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) 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”) 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 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. a) Within 120 days from 7.1 Timing and location of Completion Completion shall take place on the date Completion Date electronically, or at such other time and place or in such other manner as may be agreed in writing between the Sellers and the Purchaser. 7.2 Obligations of the auction sale (“Payment Due Date”)Sellers and the Purchaser at Completion At Completion, the Sellers shall undertake those actions listed in Part 1 of Schedule 3, the Purchaser shall deposit undertake those actions listed in Part 2 of Schedule 3 and the Parties shall undertake those actions listed in Part 3 of Schedule 3. 7.3 Failure to complete (a) If the Purchaser fails to comply with any material obligations under Clause 7.2 on the Solicitors appointed Completion Date, the Sellers’ Representative (acting on behalf of all the Sellers) may in its absolute discretion (in addition and without prejudice to any other right or remedy available to it) by written notice to the Assignee simultaneouslyother Parties: (i) A sum equivalent defer Completion by a period of not more than fifteen (15) Business Days to 90% such other date as it may specify in such notice (and so that the provisions of the successful bid this Clause 7 shall apply to Completion as so deferred), provided that Completion may be deferred a maximum of once; (“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 proceed to the Assignee being satisfied with the conditions if Completion so far as practicable without limiting its rights under this Agreement and/or Applicable Law; or (iii) terminate this Agreement without 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 Purchaserliability on its part. (b) If any Seller fails to comply with any material obligations under Clause 7.2 on the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction saleCompletion Date, the Assignee shall not be required Purchaser may in its absolute discretion (in addition and without prejudice to register its charge(sany other right or remedy available to it) 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 written notice to the registration Sellers’ Representative: (i) defer Completion by a period of not more than fifteen (15) Business Days to such transfer other date as it may specify in such notice (and so that the provisions 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 this Clause 7 shall apply 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 sumCompletion as so deferred), provided that the Assignee/Bank is in receipt Completion may be deferred a maximum 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 once; (90ii) days from the date of sale. For avoidance of doubt, in the event such invoices proceed to Completion so far as practicable without limiting its rights under this Agreement and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety Applicable Law; or (90iii) days from the auction date, terminate this Agreement without 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 theretoliability on its part. 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. 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 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. aThe point in time when, in respect of the Subcontract Works or a Stage: the Subcontract Works are, or the Stage is, complete except for minor Defects: which do not prevent the Subcontract Works or the Stage from being reasonably capable of being used for the intended purpose of the Subcontract Works or the Stage; and which can be corrected without prejudicing the convenient occupation, use, operation and maintenance of the Subcontract Works or the Stage; those inspections and tests which are required by the Subcontract to be carried out and passed before the Subcontract Works or the Stage reach Completion have been carried out and passed; the Subcontractor has satisfied all Subcontractor HOTO Obligations and other obligations (including applicable Contractor Estate Information Obligations) Within 120 days from which must be satisfied to achieve "Handover/Takeover (HOTO)" under and in accordance with the HOTO Requirements; all documents and other information required for the occupation, use, operation and maintenance of the Subcontract Works or the Stage (including as part of the HOTO Process) have been submitted to the Contractor’s Representative in accordance with the Contract; and without limiting the foregoing, the Subcontractor has done everything which the Subcontract requires it to do as a condition precedent to Completion, including those things specified in the Subcontract Particulars. Means, subject to paragraph (b): the Subcontract; the Project Documents; any document, drawing, information or communication (whether in written, oral or electronic form) given to the Subcontractor by the Commonwealth, the MCC Contract Administrator, the Contractor, the Contractor’s Representative or anyone on the Commonwealth’s or the Contractor’s behalf, whether or not owned by the Commonwealth or the Contractor, which is in any way connected with the Subcontractor’s Activities, the Subcontract Works or the MCC Works, which: by its nature is confidential; the Subcontractor knows or ought to know is confidential; or is the subject of a Separation Arrangement; and everything recording, containing, setting out or making reference to the document, drawing, information or communication (whether in written, oral or electronic form) described in subparagraph (iii) including documents, notes, records, memoranda, materials, software, disks and all other media, articles or things. Confidential Information does not mean any document, drawing, information or communication (whether in written, oral or electronic form) given to the Subcontractor by the Commonwealth, the MCC Contract Administrator, the Contractor, the Contractor’s Representative, or anyone on the Commonwealth’s or the Contractor’s behalf, whether or not owned by the Commonwealth or the Contractor, which: is in the possession of the Subcontractor without restriction in relation to its disclosure or use before the date of its receipt from the auction sale (“Payment Due Date”)Commonwealth, the Purchaser shall deposit with MCC Contract Administrator, the Solicitors appointed Contractor, the Contractor’s Representative or anyone on the Commonwealth’s or the Contractor’s behalf; is in the public domain otherwise than due to a breach of clause 21; or has been independently developed or acquired by the Assignee simultaneously: i) Subcontractor. A sum equivalent to 90% single breach or a series of the successful bid (“Balance Sum”) by way breaches 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 dateclause 21, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Separation Arrangements or any other unwanted or unexpected Confidential Information Security Event that has a significant probability of compromising Commonwealth business 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 theretothreatening Commonwealth information security. 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 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) 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) 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 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 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 (defined below) items; provided, however, that any Units then not sold or subject to a Sale Agreement (defined below) need not have interior finish completed until such time as the same are subject to a Sale Agreement and then in accordance with the terms of such Sale Agreement; (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 punchlist (a “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 SumPunchlist”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable items still 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 true and correct copy of an affidavit or lien waiver from the General Contractor stating that: (A) the General Contractor has been paid all amounts due for work performed by or through the General Contractor with respect to the Project; and (B) the General Contractor has paid, or will pay, all of its subcontractors, suppliers and other vendors all amounts due them for such work, or in the alternative will indemnify and hold the Owner and the Property harmless from and against any claims that may be required asserted by such subcontractors, suppliers or vendors seeking such payment, or in the alternative to register its charge(s) nor to procure such an affidavit or lien waiver, a transfer in Form 14A as prescribed true and correct copy of a settlement agreement or court order resolving all claims that have been or could be asserted against the Owner or the Property by the National Land CodeGeneral Contractor or any of its subcontractors, 1965 in favour suppliers or other vendors, seeking payment for work performed with respect to the Project; (ii) a final certificate of occupancy from the City of St. Louis for all Units within the Project that have been sold or are at the time of Completion then subject to a Sale Agreement (defined below) and such other governmental permits and licenses as are required for the occupancy and operation of such Units; (iii) evidence of completion of the Purchaser from the Developer or the Proprietor Punchlist items; and (as the case may be). The transfer of the Property from the Developer or Proprietor iv) three (as the case may be3) 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 Close-Out Binders 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 each Unit 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 theretoProject. 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. 4.1 Subject to fulfilment of all the Conditions set out in Clause 3.1 or the effective waiver thereof in accordance with the terms of this Agreement, Completion shall take place at or before 12.00 a.m. (Hong Kong time) on the Completion Date at such place as shall be agreed by the Parties when all of the business required under Clause 4 shall be transacted. 4.2 At Completion, The Vendor shall deliver or cause to be delivered (insofar as it is within their power to do so) to the Purchaser: (a) Within 120 days from the date in respect of the auction sale (“Payment Due Date”)Sale Shares, duly executed instrument(s) of transfer, the related sold notes and such other documents as may reasonably be required to give a good and effective transfer of title to the Sale Shares in favour of the Purchaser and/or such nominee(s) as the Purchaser may designate, such waivers or consents (if any) as the Purchaser may require to be signed by the Vendor to enable the Purchaser and/or its nominee(s) to be registered as a holder or holders of the Sale Shares; (b) the Deed of Assignment duly executed by the Vendor and the Company; (c) the Deed of Confirmation duly executed by the Vendor; (d) the original share certificate(s) in the name of the Vendor representing the Sale Shares; and (e) a copy of the written resolutions of the board of directors of the Vendor approving the execution of this Agreement and the transactions contemplated hereunder and other documents necessary for the purpose of effecting the transactions contemplated hereunder and authorising a person or persons to execute the same (with seal, where appropriate) for and on its behalf and the performance of its obligation hereunder by the Vendor. 4.3 At Completion, The Purchaser shall deposit with deliver or cause to be delivered (insofar as it is within their power to do so) to the Solicitors appointed by the Assignee simultaneouslyVendor: i(a) A sum equivalent to 90% in respect of the successful bid (“Balance Sum”Sale Shares, duly executed instrument(s) by way of transfer, the related bought notes and such other documents as may reasonably be required to give a good and effective transfer of title to the Sale Shares in favour of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK Purchaser and/or such nominee(s) as the Purchaser may designate; (MALAYSIAb) BERHAD, The amount the Deed of the cheque shall include outstation clearing charges which shall be borne Assignment duly executed by the Purchaser, failing which ; (c) the deficiency shall be recoverable from Deed of Confirmation duly executed by the Purchaser; and ii(d) A a copy of the requisite consents written resolutions of the Developer, Proprietor and / or State Authorities or relevant bodies board of directors of the Purchaser approving the sale in favour execution of this Agreement and 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 transactions contemplated hereunder 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 other documents necessary for the Purchaser purpose of effecting the transactions contemplated hereunder and authorising a person or persons to assume all liabilities execute the same (with seal, where appropriate) for and obligations pertaining to on its behalf and the property. The Assignee shall not be required to assign the property to any person other than performance of its obligation hereunder by the Purchaser. b) If 4.4 On or before Completion, the separate document of title or strata title for the property has been issued whether before, on or after the date Purchaser shall deliver a certified true copy 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 board resolutions of the Purchaser from the Developer or the Proprietor (certified as the case may be). The transfer a true and complete copy by a director of the Property from Purchaser) approving this Agreement and authorising one or more person(s) to execute and deliver this Agreement on its behalf (and to affix 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 (common seal thereon, 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 propertyapplicable). 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. (1) Completion shall take place on the later of 31st December, 1997 and the tenth Business Day following the satisfaction or, with the agreement of all the parties, waiver of the conditions precedent set out in clause 5 (other than conditions with respect to actions the respective parties will take at Completion itself) or such other date as the parties hereto may mutually determine (the "Completion Date"). (2) Completion shall take place at the offices of the Seller's Solicitors on the Completion Date, at which time: (a) Within 120 days from each party shall provide to the date of other evidence in a form reasonably satisfactory to the auction sale other that it (“Payment Due Date”and each Affiliate entering into an Implementation Agreement) has all necessary corporate approvals and its signatories have the necessary authority to enter into this agreement and the other agreements referred to herein; (b) the Seller shall execute and deliver to the Purchaser the Property Documents in the Agreed Form; (c) the Seller shall execute and deliver the Completion Certificate as described in clause 5(11); (d) each party shall (or shall procure that its relevant Affiliates) duly execute, deliver and, to the extent applicable, complete the Implementation Agreements; (e) the Purchaser shall deposit pay to the Seller the sum of (Pounds)200,000,000 in respect of the Consideration by telegraphic transfer to such account as the Seller may specify; (f) the Seller shall let the Purchaser into possession of the Assets and occupation of the Properties; (g) the Seller shall make available at the Properties the Records and other documents relating exclusively to the operation of the Business (the "Business Records") to the Purchaser (but delivery at the place where the Records are currently kept shall be a sufficient discharge of this obligation provided that such place is included with the Solicitors appointed by Properties); (h) the Assignee simultaneously:Seller shall execute and deliver the Disclosure Letter (as amended pursuant to clause 5) which the Purchaser shall acknowledge and return the duly executed copy; (i) A sum equivalent to 90% the Seller shall deliver the Intellectual Property Consent; (j) the Seller or the relevant member of the successful bid (“Balance Sum”) by way Seller's Group shall, in respect of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Business Intellectual Property, execute and deliver to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by Purchaser the Purchaser, failing which Intellectual Property Assignment in the deficiency shall be recoverable from the PurchaserAgreed Form; and ii(k) A copy the parties shall procure the execution and delivery by their respective Affiliates of the requisite consents Ammonium Nitrate Hedging Agreement, the Put Agreement and the related Guarantee (the "Hedging Agreements") each in the Agreed Form and, if the Seller so requires, corporate resolutions, approvals and legal opinions in a form satisfactory to the Seller in respect 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 PurchaserHedging Agreements. 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. 5.1 Subject to the fulfilment or waiver of the Conditions Precedent, Completion shall take place on the Completion Date at the office of the Company or at such other address as the Parties may mutually agree. 5.2 On the Completion Date, the Escrow Agent shall disburse the aggregate Subscription Price paid by the Investors, subject to the deduction of any applicable bank transfer fees, in the following manner: (a) Within 120 days from the date Service Fees to FS, and any other reasonable expenses as may be incurred by FS in facilitating the Subscription; (b) a sum to the Company to defray ongoing legal, administrative, and other expenses, such sum to be determined at the sole discretion of the auction sale Company, but in any event not more than fifteen (“Payment Due Date”), 15%) of the Purchaser shall deposit with the Solicitors appointed aggregate Subscription Price paid 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 PurchaserInvestors; and ii(c) A copy the balance of the requisite consents aggregate Subscription Price to the Investee, after deduction of the Developer, Proprietor sums specified at Clauses 5.2(a) and / or State Authorities or relevant bodies approving 5.2(b) above. 5.3 Upon the sale in favour successful disbursement by the Escrow Agent of the Purchaseraggregate Subscription Price paid by the Investors in the manner set out in Clause 5.2 above, if necessarythe Company shall deliver to each Investor the duly sealed and signed original share certificate(s) issued in the name of such Investor, 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 representing his portion of the chose Subscription Shares. 5.4 The Investors understand and irrevocably agree that if the provisions of this Clause 5 are not fully complied with in action shall be prepared by and at the expense of the Purchaser. Where applicableany respect, the Assignee Company shall be entitled to have elect (in addition to and without prejudice to all other rights or remedies available to it) to: (a) defer the Completion to a sufficient covenant date not more than twenty-one (21) days after such original Completion Date so that the provisions of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining this Clause 5 shall apply to the property. The Assignee Completion as so deferred; (b) proceed with Completion so far as practicable but without prejudice to the non- defaulting Parties’ rights and remedies (whether under this Agreement generally or under this Clause) to the extent that the defaulting Parties shall not be required to assign have complied with their obligations hereunder; or (c) terminate this Agreement and 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) Parties shall be procured released and prepared by discharged from their respective obligations under this Agreement with no claim against the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions other for costs, damages, compensation or otherwise save in respect of existing breaches (if any) imposed by and except for the Developer and / respective obligations, covenants 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 Rentundertakings which, 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 terms of this Agreement, are 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 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. 3.1 Prior to Completion the following actions shall be satisfied: (a) Within 120 days from the date Seller shall provide the Notary with the original shareholders’ register of the auction sale Company which reflects the Seller as the owner of the Shares; (“Payment Due Date”b) the Parties and the Notary will sign the letter agreement between the Notary and the Parties which confirms the fund flow prior to, at and after Completion, including the distribution of proceeds to the Seller and sequence of Completion events, substantially in the form attached hereto as Schedule 16 (the Notary Letter), ; (c) the Seller shall provide the Purchaser and the Notary with the final agreed Leakage Statement; (d) the Purchaser shall deposit pay, or shall procure the payment of the Purchase Price minus the amount of any Leakage (as established in accordance with Article 2.6) to the bank account of the Notary no later than 9.00 am CET on the Completion Date in accordance with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% provisions of the successful bid Notary Letter; (“Balance Sum”e) by way the Purchaser shall pay, or shall procure the payment of the assignment consideration for the Internal Loan to the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount account of the cheque Notary no later than 9.00 am CET on the Completion Date in accordance with the Loan Assignment Agreement attached as Schedule 6 and in accordance with the provisions of the Notary Letter; (f) Rabobank (in its capacity as lender under the Facility Agreement) shall include outstation clearing charges which have confirmed that the Purchaser is acceptable as the new shareholder of the Company (in its capacity as borrower under the Facility Agreement) and the Rabobank (in its capacity as lender under the Facility Agreement) shall have waived, in writing, its rights pursuant to clause 27 of the Facility Agreement as a result of the transfer of Shares. (g) the Seller shall ensure that all payables and receivables between the Company and the Seller and its Affiliates shall be borne fully and finally settled, other than the Internal Loan which is assumed by the Purchaser; (h) the Seller shall ensure that all Encumbrances, failing which have been granted by the deficiency Seller and its Affiliates for the benefit of the Company or by the Company for the benefit of the Seller and its Affiliates, have been released except that it is understood that the Shares are (and shall remain) pledged to Rabobank as security for the obligations of the Company under the Facility Agreement and it is also understood that €93,000 remains in the Company’s bank account and is guaranteed by the Company to be recoverable from paid to the PurchaserEPC in the future pursuant to the terms of the EPC Contract ; and ii(i) A copy the Parties have reached full agreement on the terms and conditions of a framework agreement (a form of which is attached as Schedule 5) whereby Seller will act as Purchaser’s preferred/exclusive EPC contractor in the requisite consents Netherlands to develop and/or construct at least 100MW of installed solar PV capacity on terms and conditions to be agreed upon by the Developer, Proprietor and / or State Authorities or relevant bodies approving Parties (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 Framework Agreement). 3.2 Completion 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 Day in Amsterdam on the Completion Date and the following actions shall then take place in the following order (if not submitted within already performed prior to Completion): (a) the stipulated ninety Seller, the Purchaser and the Company shall provide to each other their duly executed resolutions of their board of directors and general meeting approving the Transaction; (90b) days the Parties shall provide the Notary with a copy of this Agreement signed by the Parties; (c) the Parties will request confirmation from the auction dateNotary of receipt of the amount equal to the Purchase Price minus the amount of any Leakage (as established in accordance with Article 2.6); (d) the Seller, any subsequent claims made thereunder will not be entertained the Purchaser and the Company shall provide the Notary with powers of attorney duly executed on behalf of the Seller, the Purchaser and the Company, respectively, and, to the extent required by the Assignee/Bank Notary, legalized and apostilled, in each case authorizing the Notary to attend to and execute the Deed of Transfer; (e) the Parties and the same Notary shall execute the Deed of Transfer; (f) the Company shall update the shareholders’ register of the Company following the execution of the Deed of Transfer; (g) the Parties will enter into the Framework Agreement; (h) the replacement of directors of the Company and revocation/revision of outstanding powers of attorney; and (i) the Parties shall sign all further documents which are required for or facilitate the implementation of the Agreement and shall further undertake all actions and proceedings in connection with the Transaction. 3.3 Any amount paid into the bank account of the Notary will be borne by held on behalf of the relevant parties and paid out all in accordance with the Notary Letter. 3.4 If the Seller or the Purchaser solely. All other charges as at the date fails to comply with any of auction sale not specified in Clause 7(c) (including but not limited to water billsits obligations under this Article 3, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding on or prior to the Developer and/or Completion Date, the other authority/partiesParty may decide after consulting the defaulting Party and without prejudice to any other right or remedy available to it: (a) shall not be borne to proceed with Completion, involving all Parties, in so far as practicable; or (b) to terminate this Agreement by way of written notice to the Assignee/Bankother Party and undo and unwind and ensure that the other Party undo and unwind all already completed actions as soon as possible. The Articles 11 (Confidentiality), 12.14 (Governing law) and 12.15 (Jurisdiction) will survive any termination and remain in full force and effect indefinitely. 3.5 The Purchaser shall bear and pay all fees and expenses including but not limited acknowledges that after Completion the Seller may require access to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant certain information pertaining to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property Company from time 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 time. Accordingly, the Purchaser shall raise no enquiryprocure that: (a) the Company shall, requisition for a period of 7 (seven) years from Completion or objection thereon as much longer as required (i) by Law or thereto.(ii) in connection with any dispute under this Agreement, retain all books and records relating to the Company concerning the period up to Completion; e(b) The stamp duty the Seller and registration fee for its representatives shall, on reasonable notice, be granted reasonable access, at reasonable times, to the Memorandumpremises, books and records and senior management of the Assignment Company; and (c) the Seller and subsequent transfer (as the case may be) its representatives shall be borne allowed to make copies of documents and paid by files as they may reasonably require, all to the extent not contrary to Law or unreasonably disrupting the business activities of the Company (in the reasonable opinion of the Purchaser).

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. 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 On the date Completion Date: (i) each Transferring Bank shall deliver to the Purchaser the Substitution Certificate in respect of its entire participation in the Debt, duly executed by it; (ii) each Transferring Noteholder shall sell, assign and transfer to the Purchaser each Note held by it and this Agreement shall effect such sale, assignment and transfer (notwithstanding any of the auction sale provisions set out in section 15.2 (“Payment Due Date”), Transfer and Exchange of Notes) of the Note Purchase Agreement) with immediate effect on the Completion Date without more; (iii) the Purchaser shall deposit pay the Consideration to the Paying Agent for the Transferring Finance Parties for distribution in accordance with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% Clause 3.4 (Application of the successful bid Consideration); (“Balance Sum”iv) 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 Purchaser will execute an assignment the Transfer Documents, to take effect on the Completion Date; (in form and substance acceptable to v) the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action Note Issuer shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have issue 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 replacement Note in favour of the Purchaser from and register the Developer or the Proprietor (Purchaser as the case may be). The transfer holder of such Note pursuant to section 15.1 (Registration of Notes) of the Property from the Developer or Proprietor Note Purchase Agreement; (as the case may bevi) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to shall 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 on behalf of the property. cCompany and in consideration for the mutual covenants contained herein) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest any amounts owing (if anywhether or not yet due) which may be lawfully due to any relevant authority or Transferring Finance Party under 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 Co-ordinator's Engagement Letters as at the date Completion Date; and (vii) the Purchaser shall pay (on behalf of auction sale the Note Issuer and in consideration for the mutual covenants contained herein) to the Paying Agent for the Transferring Noteholders on a pro rata basis (pounds) 250,000 pounds in aggregate in full satisfaction of any unpaid PIK Management Fee owing to the Transferring Noteholders. Each of the actions described above shall occur simultaneously on the Completion Date. (b) As soon as reasonably practicable after the Completion Date (and in any event not specified more than 10 Business Days after the Completion Date or such longer period as agreed by the Purchaser), each Transferring Noteholder shall surrender to the Purchaser each original Note held by it. (c) On the Completion Date the Company will pay or procure that the Obligors pay (and to the extent that the Company or the Obligors fail to pay, the Guarantor will pay) to the Paying Agent all amounts owing to the Transferring Finance Parties (or any of them) under the Finance Documents as at the Completion Date: (i) in respect of all expenses payable thereunder; (ii) in respect of accrued Swingline Bank fees, Overdraft Bank fees, commitment fees, Agent's fees and Common Security Trustee's fees to the Completion Date; and (iii) pursuant to Clause 7(c16.5 (Costs and expenses) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to than fees owing under 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 PurchaserCo-ordinator's Engagement Letters). (d) The Purchaser is responsible Agent shall provide 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 an updated replacement Schedule 1 (Transferring Finance Parties) (the Replacement Schedule) no later than 12 Noon on the Completion Date reflecting: (i) fluctuations in the Overdraft Net Balance as at close of any such matters whether known business on the Business Day before the Completion Date; and (ii) transfers and novations of the Debt by Transferring Finance Parties taking effect on or prior to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoCompletion Date in accordance with Clause 11 (Changes to the Parties). 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); 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. a16.1 The sale herein shall be completed and the balance ten per cent (10%) Within 120 of the Purchase Price shall be paid at the office of the Vendor’s solicitors, Central ▇▇▇▇▇▇▇▇ Law Corporation, Singapore on or before the Completion Date. 16.2 The Completion Notice shall be given by the Vendor as soon as is practicable after the separate Certificate of Title relating to the Property is issued. The Vendor hereby undertakes to submit, within thirty (30) days of obtaining TOP for the infrastructure works, on the Vendor’s cost and expense an application in the approved form to the Registrar of Titles for the issuance of a separate Certificate of Title relating to the Property and obtain the same no later than 6 months from 30 April 2005. The Vendor further undertakes to forward a copy of its application and all subsequent correspondence to and from the date authorities in respect of such application to the Purchaser forthwith upon despatch or receipt. 16.3 On completion, the Vendor shall make and execute to the Purchaser an assurance of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent Property such assurance 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 Purchaser and shall be entitled to have a sufficient covenant of indemnity inserted contain such restrictive and other covenants and conditions substantially in the assignment form set out in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not Third Schedule hereto with such amendments (if any) as may 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 URA as well as the following:- (a) in favour of the Purchaser Purchaser, and as appurtenant to the Property, easements for the passage or provision of water, electricity, drainage and sewerage through or by means of any sewers, pipes, wires, cables or ducts to the extent to which those sewers, pipes, wires, cables or ducts are capable of being used in connection with the enjoyment of the Property; (b) as against the Purchaser, and to which the Property shall be subject, easements for the passage or provision of water, electricity, drainage and sewerage through or by means of any sewers, pipes, wires, cables or ducts, as appurtenant to every other land forming part of the Vendor’s industrial estate capable of enjoying such easements; (c) a reservation to the Vendor of the right to enter into and upon the Property or any part thereof at any time and from time to time for the Developer purpose of constructing and making necessary repairs and replacements to the aforesaid sewers, pipes, wires, cables or ducts on the Proprietor (as the case may be). The transfer Vendor’s undertaking to not damage any part of the Property from or any building or buildings constructed thereon and in the Developer event of damage, to reinstate the Property or Proprietor (as the case may be) shall be procured and prepared by building or buildings constructed thereon or any part thereof to its original condition to the satisfaction of the Purchaser at the Vendor’s cost and expense provided always that such damage to the Property is not caused directly or indirectly by the breach of the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed obligations under this Agreement or defects caused by the Developer and / Purchaser’s default, negligence or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer omission of the propertyPurchaser or its servants, agents or contractors in the building and construction of the Property, such breach, default, negligence or omission not being a result of, or contributed by, the Vendor’s or its servants’ or agents’ breach, default, negligence or omission. 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 Vendor’s undertaking to make his own enquiries and complete all liabilities and encumbrances affecting roads leading to 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 theretoProperty by 30 April 2005. 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 Completion shall take place seven (7) days from after the date Vendor has served on the Purchaser a notice in writing (hereinafter called “the Notice of Completion”)” (i) advising that the Vendor has secured a Certificate of Practical Completion signed by the Vendor's Architect or Quantity Surveyor ("the Architect or Quantity Surveyor") for the infrastructure works described in the plans and specifications for the development to be constructed on the Vendor’s lands (hereinafter called “the Project”) a set of which plans and specifications are deposited in the offices of the auction sale Vendor all of which the Purchaser acknowledges that he has seen, perused and confirmed. The issuing of such Certificate shall be conclusive evidence that the infrastructure works have been duly and satisfactorily completed in accordance with the plans and specifications. (“Payment Due Date”ii) enclosing a statement of account setting out the balance purchase price and any additions thereto, interest due (if any), the Purchaser shall deposit with the Solicitors appointed costs and any other balance due and payable 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 Upon payment of all sums due by the separate document Purchaser the Vendor shall deliver to the Purchaser: (i) the duplicate Certificate of title or strata title 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(ssaid Lot; (ii) 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 said Lot to the Developer Purchaser or Proprietor (as the case may be) shall be procured and prepared his Nominee duly executed by the Purchaser at the Purchaser’s expense who undertakes to pay such sums Vendor and comply noted with the conditions payment of Stamp Duty and Transfer Tax; (if anyiii) imposed by a cheque payable to the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining Registrar of Titles for the registration fees incident to the registration of such transfer the Transfer and any discharge of mortgage; (iv) a surveyor's identification report in respect of the property.said Lot; (v) evidence of the up-to-date payment of property taxes and water rates payable in respect of the Vendor’s lands; (vi) The Certificate of Practical Completion mentioned in Clause 6 (a)(i); (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 If on the date of successful sale set for payment of the subject property shall be deducted from balance of the purchase money upon receipt of price the Balance sum, provided that Vendor is unable to provide a registered title for the Assignee/Bank is in receipt of said Lot for reasons beyond the itemized billing for Quit Rent, Assessment bills issued Vendor’s control as certified by the relevant authority and the DeveloperVendor’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubtAttorney-at-Law, 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 this Agreement shall be deemed to have been completed when the entire purchase price and all other sums payable by the Purchaser under this Agreement shall have been paid and vacant possession of the said Lot has been given to the Purchaser. A letter from the Vendor’s Attorney-at-Law certifying that there have been delays beyond the Vendor’s control in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer issuing of such title shall be required or bound to inform conclusive evidence 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 theretofacts stated therein. 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 At or prior to 5.00 p.m. on the Completion Date, the parties shall take all necessary steps to ensure that the following transactions shall occur: (a) Within 120 days from the date New Articles shall be adopted (provided that, if the form of the auction sale New Articles has not been agreed between the Searchlight Investors and the Providence Investors by such time, Clause 4.3 shall apply); (“Payment Due b) subject to Clause 4.3, the Searchlight Investors shall, or shall procure that a wholly-owned subsidiary of the Searchlight Investors shall, subscribe and pay for Topco Strip Securities as follows: (i) the aggregate subscription price for such securities shall be an amount in United States dollars payable in cash on the Completion Date equal to the lower of: (A) 40% of the outstanding principal amount of the Providence Interim Loan (together with all accrued and unpaid interest thereon) after any repayment pursuant to Clause 3.5; and (B) USD240,000,000 (or such higher amount as the Searchlight Investors may notify to the Providence Investors at least one Business Day prior to the Completion Date”); (ii) the number of Topco Strip Securities to be subscribed by the Searchlight Investors shall be equal to the aggregate subscription price payable pursuant to Clause 4.1(b)(i) above divided by the United States dollar equivalent of £100 (as determined by reference to the WM/Refinitiv closing spot rate at 4.00 p.m. London on such day), rounded down to the nearest whole number of Topco Strip Securities; and (iii) the Providence Investors shall procure that Topco allots and issues the relevant number of Topco Strip Securities to the Searchlight Investors in such proportions as between the Searchlight Investors, or to a wholly owned subsidiary of the Searchlight Investors, as the Searchlight Investors shall notify to Topco in writing prior to the Completion Date; (c) the Providence Investors and the Searchlight Investors shall procure that the aggregate subscription price received by Topco pursuant to Clause 4.1(b) is applied in partial repayment of a principal amount of the Providence Interim Loan, together with interest accrued on such repaid principal amount, such that the repaid principal amount plus the repaid interest amount is equal to such aggregate subscription price; (d) subject to Clause 4.3, the outstanding principal amount of the Providence Interim Loan (together with all accrued and unpaid interest thereon) after any repayment pursuant to Clause 3.5 and Clause 4.1(c) shall be capitalised into such number of Topco Strip Securities (rounded down to the nearest whole number of Topco Strip Securities) as is determined by dividing the outstanding principal amount of such loan (including all accrued and unpaid interest thereon) by the United States dollar equivalent of £100 (as determined by reference to the WM/Refinitiv closing spot rate at 4.00 p.m. London on the Completion Date). Such capitalisation shall be effected by the Providence Investors and the Searchlight Investors procuring that Topco allots and issues the relevant number of Topco Strip Securities to the Providence Investors (in such proportions as the between the Providence Investors, or to a wholly owned subsidiary of the Providence Investors, as the Providence Investors shall notify to Topco in writing prior to the Completion Date) and paying to the Providence Investors (in such proportions as between the Providence Investors, or to a wholly owned subsidiary of the Providence Investors, as the Providence Investors shall notify to Topco in writing prior to the Completion Date) any balance thereof remaining after rounding down to the nearest whole Topco Strip Security; (e) immediately following the capitalisation of the Providence Interim Loan in accordance with Clause 4.1(d), the Purchaser parties 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 share in receipt of the itemized billing for Quit Rent, Assessment bills issued Topco held by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of saleP9 Lux Holding 1 S.à ▇.▇. 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 this Agreement (or which may arise on subdivision of that share into shares of a lower nominal value) shall be converted into deferred share(s) bearing no voting or economic entitlement whatsoever; (f) the Searchlight Investors and the Providence Investors shall enter into the Shareholders’ Agreement and shall procure that relevant Bidco Group Companies enter into the Shareholders’ Agreement (provided that, if the form of the Shareholders’ Agreement has not specified been agreed between the Searchlight Investors and the Providence Investors by such time, Clause 4.3 shall apply); and (g) the Searchlight Directors shall be appointed as directors of each Bidco Group Company. 4.2 The Investors shall negotiate in good faith to agree, as soon as practicable after the date of this Agreement and in any event by not later than the Completion Date: (a) an investment and shareholders’ agreement in relation to Topco (the “Shareholders’ Agreement”), the principal terms of which are set out in the Term Sheet; (b) new articles of association for Topco, which will set out (among other things) the rights and conditions attaching to the class of cumulative redeemable preference shares in the share capital of Topco and the other relevant provisions of the Term Sheet (the “New Articles”); (c) such other documentation as may be necessary, proper or advisable to implement the Offer and the other transactions contemplated by this Agreement (including, without limitation, in connection with any revised cash confirmation that may be required); and (d) a term sheet, commitment letter and final documentation required to provide appropriate third party debt financing to implement the Offer (including to refinance the outstanding debt facilities of the Target Group as at the Effective Date) (the “External Debt”). 4.3 If the Investors have not agreed the form of the Shareholders’ Agreement and the form of the New Articles in accordance with Clause 4.2 by 5.00 p.m. on the Completion Date: (a) the Term Sheet shall, as and from such time, constitute a legally binding and enforceable agreement between the Investors irrespective of any wording in the Term Sheet indicating that it is a non-binding document; and (b) unless the New Articles have been agreed and adopted, references in Clause 7(c4.1(b) or 4.1 (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 Topco Strip Securities shall be deemed to purchase be references to ordinary shares or such other securities as the Investors, acting reasonably, may agree. 5 PRE-COMPLETION UNDERTAKINGS 5.1 From the date of this Agreement until Completion and save as contemplated by this Agreement the Providence Investors shall procure that no Bidco Group Company shall: (a) issue any securities other than to another Bidco Group Company that is (directly or indirectly) a wholly-owned subsidiary of Topco; (b) dispose of any interest in all respects subject thereto whether the securities of any Bidco Group Company (other than the grant of any security in connection with the External Debt); (c) incur any borrowings (or not he makes indebtedness in the nature of borrowings) other than the External Debt or to another Bidco Group Company that is (directly or indirectly) a wholly-owned subsidiary of Topco, or grant any enquiry security other than in connection with the External Debt; (d) enter into any transaction with any of the Providence Investors or any of their Affiliates other than another Bidco Group Company that is (directly or indirectly) a wholly-owned subsidiary of Topco; (e) carry on any business or activity other than in connection with or reasonably incidental to the Offer and/or its financing and/or any related hedging arrangements; 5.2 From the Effective Date until Completion and neither save as contemplated by this Agreement, the Assignee nor Providence Investors shall procure that no member of the Auctioneer shall be required Target Group shall, other than in the ordinary course of business and other than (i) pursuant to an obligation, contract, agreement or bound arrangement assumed or entered into by a member of the Target Group prior to inform the Purchaser Effective Date; or (ii) as the Providence Investors reasonably consider necessary in order to comply with legal or regulatory requirements (or to avoid a breach of such requirements) or to avoid a default of any material agreement to which any Target Group Company is party: (a) issue any securities other than to another Target Group Company that is (directly or indirectly) a wholly-owned subsidiary of Topco; (b) dispose of any interest in the securities of any Target Group Company; (c) acquire any interest in any entity other than another Target Group Company or a Bidco Group Company, or acquire the business and/or assets of any such matters whether known to them entity; (d) other than in connection with the External Debt, incur any borrowings (or not and indebtedness in the Purchaser shall raise no enquiry, requisition nature of borrowings) or objection thereon or thereto.grant any security; (e) The stamp duty and registration fee for enter into any transaction with any of the Memorandum, Providence Investors or any of their Affiliates other than with another Bidco Group Company that is (directly or indirectly) a wholly- owned subsidiary of Topco; or (f) materially change the Assignment and subsequent transfer (as nature of the case may be) shall be borne and paid by the Purchaser.business of any Target Group Company,

Completion. a) Within 120 days from 6.1 Completion shall take place on the date Completion Date at the offices of the auction sale Seller’s Solicitors when the transactions mentioned in sub-clauses 6.2 to 6.6 shall then take place. 6.2 The Seller shall deliver to the Buyer: 6.2.1 the shareholders’ register of the Company and the shareholders’ register of each of the Subsidiaries; 6.2.2 the letters of resignations of all directors of each member of the Group other than the Key Employees, executed as a deed in the Agreed Form, each containing an acknowledgement that he has no right or claim against the Group in respect of breach of contract, redundancy, unpaid benefits or unfair dismissal or (“Payment Due Date”), without limitation) on any other grounds whatsoever except for such accrued remuneration or benefits to which such resigning directors shall be entitled pursuant to their terms of employment in respect of the Purchaser shall deposit period up to Completion but not including any exceptional payment arising in connection with the Solicitors appointed transaction contemplated by this agreement; 6.2.3 the Assignee simultaneously: i) A sum equivalent to 90% resignation of the successful bid (“Balance Sum”) by way auditors on the Completion Date confirming that Ernst & Young Netherlands will complete the review and audit of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount 2002/2003 Accounts as the auditors of each member of the cheque shall include outstation clearing charges which shall be borne Group in the Agreed Form and confirming that they have in that capacity, after receipt of payment for the audit of the 2002/2003 Accounts, no outstanding claims against any member of the Group; 6.2.4 the Deed of Guarantee duly executed by or on behalf of Ernst & Young Accountants and Ernst & Young Tax Advisers in the Purchaser, failing which Netherlands and the deficiency shall be recoverable opinion letter of the Seller’s Solicitors in the Agreed Form relating to the obligations of Ernst & Young Accountants and Ernst & Young Tax Advisers under the Deed of Guarantee; 6.2.5 a statement from Ernst & Young Netherlands confirming that the PurchaserGroningen Rent has been waived or paid; and ii) A copy 6.2.6 a letter in the Agreed Form from Ernst & Young Netherlands confirming cancellation of the requisite consents Service and Referral Fee Arrangement from the Effective Date and that neither Ernst & Young Netherlands nor any member of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly Group shall have any further obligation to the Assignee being satisfied with other under the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (Service and Referral Fee Arrangement after that date except in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment 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 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 fees accrued up to the date of successful sale Effective Date which have not yet been paid and which have been taken into account in the Intercompany Indebtedness; and 6.2.7 all other documents, instruments and writings required by the Buyer to be delivered by the Seller at or prior to the Completion pursuant to this agreement or otherwise reasonably required with this agreement. 6.3 If the Buyer deems it necessary, the Seller shall deliver or make available to the Buyer the appropriate forms to amend, in such manner as the Buyer requires, the mandates given to each of the subject property shall be deducted from the purchase money upon receipt banks with which a member of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued Group has an account (each form to be duly signed 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 mandate holders 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 theretoCompletion). e) The stamp duty and registration fee for the Memorandum6.4 At Completion, the Assignment and subsequent transfer (as the case may be) Seller shall be borne and paid by the Purchaser.procure that:

Completion. 5.1 The Completion shall take place on or before the Completion Date after satisfaction of the Conditions Precedent mentioned in Clause 4 hereinabove as under: (a) Within 120 days from The Escrow Agent(s) shall after the date stamps are affixed by the Parties on the Transfer Deeds, deliver to the Purchaser the Transfer Deeds in respect of the auction sale Shares transferred by each of the Vendors to the Purchaser as mentioned in Schedule 8 hereto. (“Payment Due Date”), b) after the Purchaser shall deposit with have executed the Solicitors appointed Transfer Deeds the same shall be forwarded by the Assignee simultaneously: i) A sum equivalent parties to 90% the Company with a request to transfer the Shares to the Purchaser from the name 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 Vendors 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 name 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. (c) The Company shall convene a meeting of the Board and approve transfer of Shares from the Vendors to the name of the Purchaser and authorise entry of the name of the Purchaser as the registered holder of the Shares in the books and records of the Company including in its register of members and thereafter direct the Share Certificates pertaining to the Shares to be endorsed in the name of the Purchaser and shall thereafter deliver the Share Certificates duly to the Purchasee/Escrow Agent with a request to deliver the same to the Purchaser. (d) Upon receiving the Share Certificates duly endorsed in the name of the Purchaser the Escrow Agent shall deliver the said Share Certificates to the Purchaser and shall hand over the demand drafts received by it from the Purchaser to the Vendors as set out in Schedule 1 hereto. 5.2 In the event of the Completion not taking place on the Completion Date the Escrow Agent shall within 30 days after the completion Date return the documents to the parties who shall have deposited by the parties (a) on account of the Purchaser failing to deliver any demand draft to the Escrow Agent on or before the Completion Date as provided in clause 4(g), the Escrow Agent shall return the Share Certificates and the Transfer Deeds relating to the Share Certificates comprised therein and also the Indemnity Deposit to the Vendors; or (b) If the separate document of title or strata title for the property has been issued whether before, on or after the date account of the auction saleVendors not delivering the original Share Certificates in respect of the Shares and or any Transfer Deed executed and/or any part of the Indemnity Deposit by the Vendors, the Assignee Escrow Agent shall not be required return the demand drafts to register the Purchaser 5.3 Nothing hereinabove shall, howsoever, affect the rights of any of the Parties under law, contract or otherwise, howsoever, including its charge(s) nor rights to procure a transfer in Form 14A as prescribed by invoke arbitration under clause 12. 5.4 Without prejudice to the National Land Code, 1965 rights of an aggrieved Party and without prejudice to the rights and remedies of the Parties under this Agreement that shall have accrued to or 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 a Party prior 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 doubtCompletion Date , in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are of the Completion not submitted within taking place on the stipulated ninety (90) days from Completion Date, this Agreement as between the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Parties shall stand terminated and the same Parties 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 discharged from performing their obligations 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. a6.1 Completion shall take place at such place and time as agreed by the Parties fifteen (15) Within 120 days from Business Days after the date effective satisfaction (and/or waiver in writing by the Purchaser) of all the auction sale conditions precedent set forth in Section 4.1 (“Payment Due Completion Date”). 6.2 The Seller shall ensure that the Companies meet the minimum liquid capital requirements imposed by the SFC on them (as the Licensed Corporations holding the Licenses) at Completion. In addition, at Completion, unless otherwise provided herein, the Seller shall prepare or deliver to or cause to be prepared or delivered to the Purchaser the originals of: (a) a share transfer deed and contract note in respect of the Sale Shares signed by the Seller as the transferor; (b) the share certificate held by the Seller prior to the Completion in respect of the Sale Shares; (c) written resolutions of the directors of the Companies approving the transfer of the Sale Shares hereunder, issuance of new share certificates to the Purchaser, updating of their registers of shareholders, and other matters that may be requested by the Purchaser in order to effectuate the Transaction; and (d) other documents which may be required for the Purchaser to become the holder of the Sale Shares. 6.3 At Completion, subject to the compliance by the Seller with its obligations under Section 6.2, the Purchaser shall deposit with pay the Solicitors appointed Remaining Consideration to the bank account designated by the Assignee simultaneously:Seller in Section 3.3 or such other bank account as designated by the Seller in writing no later than two (2) Business Days prior to the Completion Date. i) A sum equivalent 6.4 In case the Seller fails to 90% comply with and fulfill its obligations under Section 6.2 as of the successful bid Completion Date (“Balance Sum”) other than by way reason 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 negligence 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 / without prejudice to any other right 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 remedy available to the Purchaser, but such sale and assignment the Purchaser shall have the right to agree or propose in writing to: (a) defer the Completion to a Business Day no later than twenty eight (28) days from the Completion Date (in which case, the provisions of Section 6.2 shall apply to the Completion as so deferred); (b) proceed to Complete to the extent practicable notwithstanding failure of the chose in action shall be prepared by Seller to comply with its obligations hereunder, without prejudice to and at the expense of affecting any other right or remedy available to the Purchaser. Where applicable; or (c) terminate this Agreement (except Sections 9 and 11 through 14), in which case the Assignee Seller shall be entitled refund to have a sufficient covenant of indemnity inserted in the assignment in order for Purchaser all amounts already paid by the Purchaser to assume all liabilities the Seller and obligations pertaining indemnify the Purchaser for the loss resulting from such default by the Seller within three (3) Business Days after the delivery of the written proposal to the property. The Assignee shall not be required to assign the property to any person other than terminate this Agreement by the Purchaser. b) If 6.5 In case the separate document of title or strata title for the property has been issued whether before, on or after the date Purchaser fails to comply with and fulfill its obligations under Section 6.3 as of the auction saleCompletion Date (other than by reason of negligence by the Seller), without prejudice to any other right or remedy available to the Seller, the Assignee Seller shall not be required have the right to register its charge(sagree or propose in writing to: (a) nor defer the Completion 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 Business Day no later than twenty eight (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 (9028) days from the date Completion Date (in which case, the provisions of sale. For avoidance Section 6.3 shall apply to the Completion as so deferred); (b) proceed to Complete to the extent practicable notwithstanding failure of doubtthe Purchaser to comply with its obligations hereunder, without prejudice to or affecting any other right or remedy available to the Seller; or (c) terminate this Agreement (except Sections 9 and 11 through 14), in which case 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 Seller may forfeit all amounts already paid 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 Seller after delivering the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited written proposal 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 theretoterminate 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. 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. a) Within 120 days from 12.1. Completion shall commence at the date offices of the auction sale (“Payment Due Date”)in at 12.2. On Completion, the Purchaser shall deposit with acquire the Solicitors appointed by Business and the Assignee simultaneouslyAssets, Lia- bilities and Contracts shall be transferred (“geleverd/délivré”) to the Purchaser pursuant to the applicable law. To effect such transfer: ia) A sum equivalent the Seller shall transfer the Assets by physically handing them over, or, with regard to 90% the Equipment and the Stocks, by providing the Purchaser access to the location (including all keys) where these Assets are held, such that the Assets become fully available to and in the possession of, the Purchaser; b) the Seller shall deliver to the Purchaser an invoice in respect of the successful bid (“Balance Sum”) by way of Business to the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The Purchaser in the amount of the cheque Purchase Price; c) the Seller shall include outstation clearing charges which shall be borne by deliver to the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy Purchaser written details of the requisite consents Assets and the Contracts, which have been sold to third parties in the ordinary course of business or are no longer subsisting, as at Completion and written details of new Assets and Contracts, acquired or entered into, respectively, since the date of this Agreement; d) the Seller shall deliver to the Purchaser a duly executed deed of assignment (“overdrachtsakte/contrat de cession”) in a customary form, containing no material terms or conditions, relating to the Contracts, Business Intellec- tual Property Rights, Insurance Policies, Receivables and Claims; e) the Purchaser shall deliver to the Seller and the Seller shall execute copies of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour notifications 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 applicableInsurance Policies, 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 Receiv- ▇▇▇▇▇▇▇▇ 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 Claims to each insurer under the Insurance Policies and each counterparty of the agreement from which such Receivable or Claim orig- inates, to complete the assignment of the Insurance Policies, the Receiva- bles, and the Claims; f) the Seller shall transfer to the Purchaser all Assets and effect all such legal acts as 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 needed 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 effect the transfer or assigning of the beneficial ownership in licences, permits and authorisations as are part of such Assets; g) 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 execute a deed of transfer of the Shares in a customary form, containing no enquirymaterial terms or conditions, requisition or objection thereon or thereto.make appropriate amendments to the shareholders’ register of the Subsidiary and do all other necessary acts so as to effectuate the transfer of the Shares; eh) The stamp duty the Purchaser shall pay the Purchase Price to the Seller and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) Seller shall be borne and paid by give a receipt to the Purchaser.

Completion. a) Within 120 days from the date 5.1 The sale and purchase of the auction sale Target BVI Shares shall be completed at 46th Floor, ▇▇▇▇▇▇ Kong Center, 2 Queen’s Road Central, Hong Kong (“Payment Due Date”)or such other place as the Vendor, the Purchaser and the Warrantor may agree upon) on: (a) 31 October 2005, or (b) such other date as may be agreed between the Vendor, the Purchaser and the Warrantor, whichever is later, following notification by the Purchaser to the Vendor of the fulfillment (or waiver) of all the Conditions Precedent. 5.2 On Completion, the Vendor shall deposit deliver (or cause to be delivered) to the Purchaser: (a) duly executed transfers into the name of the Purchaser or such wholly-owned subsidiary of the Purchaser as notified by the Purchaser to the Vendor two days before Completion or their respective nominee in respect of all of the Target BVI Shares, together with the Solicitors related share certificates evidencing the title and ownership of such shares; (b) the certificates of incorporation, common seal, share register, share certificate book (with any unissued share certificates), business licence, the documents evidencing the PRC Relevant Governmental Approvals (as the case may be) and all minute books and other statutory books (which shall be written up to but not including Completion) of each member of the Target Group; (c) all such other documents (including any necessary waivers of pre-emption rights or other consents) as may be required to enable the Purchaser and/or such wholly-owned subsidiary of the Purchaser as notified by the Purchaser to the Vendor two days before Completion and/or their respective nominee to be vested with the full beneficial ownership of the Target BVI Shares and to enable the Purchaser and/or such wholly-owned subsidiary and/or their respective nominee to be registered as the holder(s) of the Target BVI Shares; (d) a copy of a resolution of the board of directors (certified by an officer of the Vendor duly appointed by the Assignee simultaneously: iVendor as true and correct) A sum equivalent to 90% of the successful bid (“Balance Sum”) Vendor, authorising the execution of and the performance by way the Vendor of its obligations under this Agreement and each of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable other documents to OCBC BANK be executed by the Vendor; (MALAYSIAe) BERHAD, The amount a certified copy of the cheque shall include outstation clearing charges which shall be borne Equity Interest Injection Agreement duly executed by each of the Purchaser, failing which the deficiency shall be recoverable from the Purchaserparties thereto; and ii(f) A copy of the requisite consents of the Developera legal opinion from Haiwen & Partners, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the PurchaserPRC counsel, 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 AssigneePurchaser. 5.3 On Completion, the Warrantor shall deliver (or cause to be delivered) and deliver up the Related Documents to the Purchaser, but Purchaser all such sale and assignment other documents (including any necessary waivers of pre-emption rights or other consents) as may be required to enable the Purchaser and/or such wholly-owned subsidiary of the chose in action shall be prepared Purchaser as notified 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 the Vendor two days before Completion and/or their respective nominee to be vested with the full beneficial ownership of the Target BVI Shares and to enable the Purchaser and/or such wholly-owned subsidiary and/or their respective nominee to be registered as the holder(s) of the Target BVI Shares. 5.4 On Completion, the Vendor shall procure that resolutions of the board of directors of the Target BVI Company are passed to approve the registration of the transfers in respect of the Target BVI Shares referred to in Clause 5.2. 5.5 Against compliance by the Vendor and the Warrantor of their respective obligations pertaining under Clauses 5.2, 5.3 and 5:4, the Purchaser shall: (a) in satisfaction of its obligations under Clause 2.2.1, cause the amounts set out in Clause 2.2.1 to be paid on Completion or such later date as may be agreed between the Vendor and the Purchaser by electronic funds transfer (or such other modes of payment as may be agreed between the Vendor and the Purchaser) to the property. The Assignee bank account(s) of the Vendor or such other party as the Vendor may direct, details of which shall not be required notified in writing to assign the property Purchaser at least two Business Days prior to any person other than the Purchaser.Completion; (b) If deliver to the separate document of title or strata title for the property has been issued whether before, on or after the date Vendor a copy of the auction sale, the Assignee shall not be required to register its charge(sboard minutes (certified by a duly appointed officer as true and correct) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from authorising the Developer execution and performance by the Purchaser of its obligations under this Agreement; and (c) deliver to the Vendor a copy of the resolutions (certified by a duly appointed officer as true and correct) by the Independent Shareholders approving the transactions contemplated by this Agreement and the Continuing Connected Transactions which require the approval of the Independent Shareholders under the Listing Rules. 5.6 If the Vendor or the Proprietor Warrantor fails or is unable to perform any material obligations (as including the case may be). The transfer of all Target BVI Shares to the Property from Purchaser and/or such wholly-owned subsidiary of the Developer Purchaser and/or their respective nominee simultaneously upon Completion) required to be performed by the Vendor or Proprietor the Warrantor (as the case may be) pursuant to Clause 3.2, Clause 5.2 and Clause 5.3, respectively, by the last date on which Completion is required to occur, the Purchaser shall not be obliged to complete the sale and purchase of the Target BVI Shares and may, in its absolute discretion, by written notice to the Vendor and the Warrantor: (a) rescind this Agreement without liability on the part of the Purchaser; or (b) elect to complete this Agreement on that date, to the extent that the Vendor and the Warrantor are ready, able and willing to do so, and specify a later date on which the Vendor and the Warrantor shall be procured and prepared by obliged to complete 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 outstanding obligations of the property.Vendor and the Warrantor; or (c) “ Any arrears elect to defer the completion of Quit Rentthis Agreement by not more than 90 days to such other date as it may specify in such notice, Assessmentin which event the provisions of this Clause 5.6 shall apply, service/maintenance chargesmutatis mutandis, sinking fund including if the late penalty interest (if any) which may be lawfully due Vendor and/or the Warrantor fails or is unable to perform 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 sumsuch obligations on such other date, provided that Clause 5.6(b) will not apply where the Assignee/Bank Vendor is in receipt unable or fails to effect transfer of all Target BVI Shares to the Purchaser and/or such wholly-owned subsidiary of the itemized billing for Quit Rent, Assessment bills issued by Purchaser and/or their respective nominee simultaneously upon Completion. 5.7 Each of the relevant authority Vendor and the Developer’s invoice/statement of account from Warrantor jointly and severally undertakes that it shall pay in cash to the Purchaser within ninety (90) days from the date by way 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 indemnity all Costs which the Purchaser solely. All other charges as at may suffer or incur and all Costs which the date Purchaser has incurred in relation to the preparation and execution of auction sale not specified in Clause 7(c) this Agreement if the Vendor or the Warrantor breaches any of its obligations under this Agreement (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding effect the injection of all Target BVI Shares to the Developer Purchaser 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 such wholly-owned subsidiary 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 theretoand/or their respective nominee simultaneously upon 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. 6.1 Unless otherwise agreed by the parties hereto in writing, Completion of this Agreement shall take place on the Completion Date at the office of the Purchaser or the Purchaser Solicitors. 6.2 On or before the Completion Date, the following shall take place: (a) Within 120 days from The Vendor shall deliver or cause to be delivered to the date Purchaser the following documents (“Completion Documents”): (i) the transfer form in respect of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed Sale Shares duly executed by the Assignee simultaneously: i) A sum equivalent to 90% Vendor in favour 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 true copy of the requisite consents resolution of the Developerboard of directors of the Company which is in full force and effect and not revoked or amended and made in accordance with the memorandum and articles of association of the Company, Proprietor and / or State Authorities or relevant bodies approving the sale in favour transfer of the Purchaser, if necessary, subject firstly Sale Shares to and 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 of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted Sale Shares 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 name 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 in accordance with the terms and 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 propertythis Agreement. 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 the date of successful sale of the subject property shall be deducted from the purchase money Simultaneously upon receipt of the Balance sumCompletion Documents from the Vendor, provided that the Assignee/Bank is in receipt Purchaser shall pay the Purchase Price to the Vendor and deliver to the Vendor a resolution of its shareholders (if necessary) and board of directors approving the purchase 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 Sale Shares by the Purchaser solelyin accordance with the terms and conditions of this Agreement. 6.3 On or before the Completion Date, the Vendor shall do all things, acts and execute all documents necessary to cause the Purchaser to be registered as the legal and beneficial owner of the Sale Shares. 6.4 Completion is conditional on the Vendor and the Purchaser complying with all of their respective obligations under Clause 6. All other charges as at If either the date of auction sale Vendor or the Purchaser shall fail to comply with their respective obligations and those obligations are 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 waived by the Assignee/Bank. The Purchaser other party on the intended Completion Date, then Completion will not take place on the intended Completion Date, in which case the said date shall bear be referred to as the Unsuccessful Completion Date and pay all fees and expenses including but not limited either party may terminate this Agreement in accordance with Clause 10 herein; and (a) each party must do everything reasonably required by the other party to all legal fees, stamp duty and registration fees in connection with, incidental to or reverse any action taken pursuant to the Assignment this Agreement; and (b) this Agreement and all ancillary agreements entered into pursuant to this Agreement will, save as otherwise agreed by the parties, be of no force or effect without prejudice to any other documents necessary for effecting rights any party may have against the transfer or assigning the beneficial ownership other 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 failure or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretobreach. 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 Completion shall take place in escrow 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 Completion Date 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 ▇▇▇▇▇▇ ▇▇▇▇ LLP 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 3 More ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ are not submitted within ▇▇▇ or at such other place as the stipulated ninety parties may agree on or prior to the Completion Date. 6.2 The sole condition of escrow (90the Escrow Condition) days shall be the release from the auction dateapplicable trusts by Lloyd’s of the ING Letter of Credit and/or (if applicable) any other cash, any subsequent claims made thereunder will not be entertained by assets, guarantees, letters of credit or other instruments which comprise the Assignee/Bank funds at Lloyd’s of Atrium 5 Limited immediately prior to Completion and which have either replaced (in whole or in part) the same shall be borne by the Purchaser solely. All other charges ING Letter of Credit or have been added as additional funds at Lloyd’s after the date of auction sale not specified this Agreement, in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding each case as notified to the Developer and/or other authority/parties) Buyer. 6.3 Pending satisfaction of the Escrow Condition any documents delivered by or on behalf of the Seller or the Buyer pursuant to this clause 6 shall not come into effect or be treated as having been delivered and any document which is expressed to be a deed shall not be borne treated as having been delivered and all such documents shall be held by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal feesBuyer’s Solicitors or the Sellers’ Solicitors, 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) , subject to the terms of this Agreement. 6.4 Upon satisfaction of the Escrow Condition, all documents delivered by the Buyer or the Seller pursuant to this clause 6 and/or Schedule 3 shall be borne released from escrow and such documents shall be dated, and in the case of (i) documents to be delivered by the Seller, delivered to the Buyer’s Solicitors by the Seller’s Solicitors and (ii) documents to be delivered by the Buyer, delivered to the Seller’s Solicitors by the Buyer’s Solicitors. 6.5 If the Escrow Condition is not satisfied on or before 6pm on the tenth Business Day after the Completion Date (or such later date 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 documents and certificates delivered by the Seller shall be returned promptly to the Seller and the documents and certificates delivered by the Buyer and the amount paid by the PurchaserBuyer pursuant to Schedule 3 shall be returned promptly to the Buyer, together with the interest that has accrued on the Purchase Price from the Completion Date to the date of return (at the overnight interest rate applicable to the client account of the Seller’s Solicitors), and the Seller shall procure that any Buyer FAL provided by the Buyer under clause 7(c) will be returned to or to the order of the Buyer, and this Agreement shall, subject to clause 6.9, thereafter cease to have any further effect.

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. 6.1 Subject to clause 2, Completion will take place at the offices of the Seller's Solicitors (or such other place as the Buyer and Seller may agree) on the Completion Date when the following will take place: 6.1.1 the Seller will deliver, or procure delivery, to the Buyer of: (a) Within 120 days from all the date Assets capable of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed passing 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 delivery including a copy of the requisite consents Central Data Store (and title to those assets will pass by delivery); (b) such documents as are required by the Buyer’s Solicitors to complete the sale and purchase of the Developer, Proprietor Assets and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly vest title to the Assignee being satisfied Assets in the Buyer; (c) all documents of title and certificates for the lawful operation and use of, and all service documents pertaining to, the Plant and the Stock; (d) all documents of title, certificates, deeds, licences, agreements and other documents relating to the Business Intellectual Property (including all correspondence 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 patent 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 ▇▇▇▇trade ▇▇▇▇ agents relating to any registered Business Intellectual Property and all registration certificates therefor) and all manuals, drawings, plans, documents and other materials and media on which the Business Information is recorded; (e) the Business Contracts (to the extent they are not submitted within written); (f) duly executed releases in the stipulated ninety Agreed Form in respect of all Security Interests on or affecting any of the Assets; (90g) days from the auction dateCompletion Documents duly executed; (h) the Agreed Form schedules duly initialled by or on behalf of the Seller; and (i) all records required to be kept under the Working Time Regulations 1998 relating to the Employees. 6.1.2 the Buyer will deliver, any subsequent claims made thereunder or procure delivery, to the Seller of: (a) the Completion Documents duly executed; (b) the Agreed Form schedules duly initialled by or on behalf of the Buyer; 6.1.3 against compliance by the Seller with its obligations under clause 6.1.1 the Buyer will pay the Price by electronic transfer to the Seller’s Solicitors (who are hereby authorised to receive the same and whose receipt shall be an absolute discharge of the Buyer) and which shall be distributed on Completion by the Seller's Solicitors as follows: (a) the Retention by electronic transfer to the Escrow Account which shall be dealt with in accordance with Schedule 3; and (b) the balance of the Price to the account of the Seller. 6.2 The Buyer will not be entertained by obliged to complete 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 of the Purchaser shall raise no enquiry, requisition or objection thereon or theretoAssets unless the purchase of all the Assets is completed in accordance with this Agreement. e) 6.3 The stamp duty and registration fee for the MemorandumBuyer may, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaserin its absolute discretion, waive any requirement contained in clause 6.1.1.

Completion. a) Within 120 days from 6.1 Completion shall take place at the date offices of the auction sale (“Payment Due Vendor's Solicitors on or before the Longstop Date”), when the Purchaser following provisions of this clause 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 Purchaserapply. b) If the separate document of title 6.2 The Vendor 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 WorldPort (as the case may be) shall be procured and prepared by shall: (a) effect 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.Shares by passing a deed of transfer (in the form attached as Schedule 6) to be executed before one of the civil law notaries of De Brauw Blackstone Westbroek NV such transfer to be acknowledged by WCEH; (b) following the transfer of the Shares deliver to the Purchaser the shareholder's register of WCEH in which the transfer of the Shares is validly registered; (c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including complete the late penalty interest WCL Share Agreement; (if anyd) which may be lawfully due to any relevant authority or complete the Developer up US Switch Agreement; (e) complete the UK Switch Agreement; (f) deliver to the date of successful sale of Purchaser the subject property shall be deducted from duly executed Global Crossing Novation Agreement and to the purchase money upon receipt of the Balance sumSubsidiary duly executed novation agreements in similar form relating to contracts with Star Telecommunications, provided that the Assignee/Bank is in receipt of the itemized billing for Quit RentInc. and Viatel, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from Inc.; (h) deliver to the Purchaser within ninety (90) days from the date of sale. For avoidance of doubtresignations, in the event such invoices and/or itemized agreed form, of the outgoing directors, secretary and auditors as required by the Purchaser; (i) deliver to the Purchaser the discharge of the Indebtedness in the agreed form; (j) deliver the Certificates in the form set out in Schedule 12 part B; and (k) deliver to the Purchaser legal opinions in the agreed form from D'An▇▇▇▇ & ▇fla▇▇ ▇▇▇ and De Brauw Blackstone Westbroek NV in respect of the Completion of this Agreement. 6.3 There shall be delivered or made available to the Purchaser: (a) the statutory books, books of account and documents of record of WCEH and the Subsidiary, and their respective certificates of incorporation and common seals; and (b) all the current cheque books of WCEH and the Subsidiary, together with current statements of all its bank accounts with a reconciliation to Completion. 6.4 Shareholder resolutions of WCEH and the Subsidiary shall be passed at which: (a) such persons as the Purchaser nominates are appointed additional directors; and (b) the transfers of the Shares referred to in clause 6.2(a) and of the shares to be transferred pursuant to the agreement referred to in clause 3.1 (e) are approved. 6.5 At Completion the Purchaser shall: (a) transfer by telegraphic transfer the following amounts: (i) $140,352,000 plus accrued interest through to the Completion Date to the account of Bankers Trust, being the amount required to discharge the Bankers Trust Pledges; (ii) $117,759,300 and NLG 4,878,934, plus accrued interest through to the Completion Date to the account of WorldPort, being the amounts required to discharge the Indebtedness owed by each of WCEH and the Subsidiary; (iii) $415,365 plus accrued interest through to the Completion Date to the account of Global Crossing, being the amount due and payable under the Global Crossing contract; (iv) $6,290,000 to the account of Salo▇▇▇ ▇▇▇▇▇ are not submitted within ▇▇▇ney Inc; (v) $7,000,000 to the stipulated ninety account of American International Companies; and (90vi) days from the auction date$181,961,835 (less any accrued interest paid under clauses (i), (ii) and (iii) above and less any subsequent claims made thereunder will not be entertained amount caused by the Assignee/Bank reduction pursuant to clause 5.4 as mentioned below being the remaining Consideration for the Shares; and the same amount of the Additional Indebtedness referred to in clause 5.4 shall be borne by repaid. For the purposes of any payments made under this clause all amounts will be denominated in the currency in which they are due and, for the avoidance of doubt, the Consideration will be calculated on the basis of the closing exchange rates on 10 November 1999; (b) complete the WCL Share Agreement; and (c) complete the US Switch Agreement. 6.6 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 required to complete this Agreement unless at the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited same time the Minority Shareholder completes the agreement referred 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 dclause 3.1(e) 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 theretoWCL Share Agreement is completed. 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 on the Completion Date. 9.2 In sufficient time to allow Completion to occur on the Completion Date: (a) Within 120 days from each Seller shall give the date necessary instructions to procure that the number of Shares stated opposite its name in column (B) of Schedule 1 (The Sellers’ holdings ) will on the Completion Date be credited through the facilities and in accordance with the procedures of CREST to Citi’s CREST Account on a delivery-versus-payment basis; (b) the Sellers shall give the necessary instructions to Citi to procure that Citi will enter matching acceptance instructions into the CREST system in respect of (c) each Seller shall give the necessary instructions to Citi to procure that Citi will aggregate the Shares and enter delivery instructions into the CREST system in respect of the auction sale Shares to deliver on the Completion Date such Shares on a delivery-versus-payment basis to BAML; (“Payment Due Date”), d) the Purchaser Buyer shall deposit with give the Solicitors appointed by necessary instructions to BAML to procure that BAML will enter matching acceptance instructions into the Assignee simultaneously: i) A sum equivalent to 90% CREST system in respect of the successful bid (“Balance Sum”) by way Shares to accept and allow delivery on the Completion Date of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Shares on a delivery-versus-payment basis from Citi; (e) the Buyer shall give the necessary instructions to OCBC BANK (MALAYSIA) BERHAD, The amount BAML to procure that BAML will enter delivery instructions into the CREST system in respect of the cheque shall include outstation clearing charges which shall be borne by Shares to deliver on the Purchaser, failing which Completion Date such Shares on a delivery-versus-payment basis to the deficiency shall be recoverable from the Purchaserrelevant Buyer’s CREST Account; and ii(f) A copy the Buyer shall give the necessary instructions to procure that the Shares will on the Completion Date be accepted through the facilities and in accordance with the procedures of CREST into the Buyer’s CREST Account on a delivery- versus-payment basis from BAML. 9.3 On Completion, each Seller shall procure that the number of Shares stated opposite its name in column (B) of Schedule 1 (The Sellers’ holdings ) will be credited through the facilities and in accordance with the procedures of CREST to Citi’s CREST Account on a delivery-versus-payment basis. 9.4 The Buyer confirms and warrants that there will be sufficient funds in the Buyer’s CREST Account to meet its payment obligations in respect of the requisite consents of Shares on 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 PurchaserCompletion Date. 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. a5.1 Completion shall take place on the Completion Date at the offices of the Purchaser’s solicitors when: 5.1.1 the Vendors shall deliver to the Purchaser, or procure the delivery to the Purchaser of, the documents and other items referred to in Schedule 4; 5.1.2 each Vendor shall repay or procure the repayment in full of all amounts owing (even if not due for repayment) Within 120 days to the Company or the Subsidiary by that Vendor or any connected persons or associates or directors of that Vendor and shall procure that all guarantees or indemnities given by or binding on the Company or the Subsidiary in respect of any liabilities (actual or contingent) of any of that Vendor or any of such connected persons or associates or directors are fully and effectively released without cost to the Company or the Subsidiary; 5.1.3 each Vendor (in so far as it is able) and the Purchaser shall jointly procure that there shall be held a Meeting of the Board of Directors of the Company and of the Subsidiary at which there shall be duly passed Resolutions set out and contained in Board Minutes of the Company and of the Subsidiary in the Agreed Form marked “D1” and “D2” respectively; 5.1.4 the Purchaser shall pay the Estimated Purchase Price (less £450,000) to the Vendors and the Optionholders, or as the Vendors may direct in writing, by way of transfer of funds to the Vendors’ Solicitor’s Account (the charges of such transfer being payable by the Vendors), receipt of which shall be an effective discharge of the Purchaser’s obligation to pay the Estimated Purchase Price and deposit £450,000 into the Escrow Account (the “Escrow Amount”) The portion of the Escrow Amount shown to be payable to the Purchaser on the Closing Statement delivered by the Purchaser to the Vendors pursuant to Clause 1.1 of Schedule 11 shall be retained in the Escrow Account until the determination of the Final Purchase Price and the Balancing Amount in accordance with the provisions of Schedule 11 at which time it shall be released in accordance with the terms of the escrow instructions. The balance of the Escrow Amount not shown to be payable to the Purchaser shall be released to the Vendors upon delivery of such Completion Statement; 5.1.5 the Purchaser shall procure that the Company pays to ISIS EP LLP an amount in settlement of all outstanding monitoring fees payable pursuant to an investment agreement dated 13 August 2003 between ISIS EP LLP and the Company which shall accrue at a daily rate of £59.99 (plus VAT) from the date of the auction sale (“Payment Due Date”)last payment made prior to the Completion Date to the Completion Date and for the avoidance of doubt, these amounts are to be considered Debt; and 5.1.6 the Purchaser shall deposit with pay to the Vendors’ Solicitors appointed by to enable the Assignee simultaneouslyVendors’ Solicitors, on behalf of the Company (or the Subsidiary) to make payment in each case immediately on Completion of: i) A sum equivalent 5.1.6.1 the amount required to 90% discharge all amounts outstanding under the Existing Finance Arrangements including, without limitation, all accrued but unpaid interest thereon and any early repayment fees due and any other fees; and 5.1.6.2 the amount required to discharge all amounts outstanding in respect of the successful bid (“Balance Sum”) by way Loan Notes including, without limitation, all accrued but unpaid interest thereon, being the amounts notified to the Purchaser not less than two Business Days prior to Completion and for the avoidance of doubt, these amounts are to be considered Debt; 5.1.7 the Purchaser shall deliver to the Vendors’ Solicitors a copy 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 Escrow Account Instruction Letter signed by the Purchaser’s Solicitors, failing which the deficiency shall be recoverable from Escrow Agreement executed by the Purchaser and a bank mandate for the Escrow Account signed by the Purchaser; and ii) A copy ’s Solicitors together with a countersigned engrossment of each of the requisite consents of Service Agreements duly executed by the Developer, Proprietor relevant employer in the Agreed Form. 5.2 The Escrow Account shall remain open and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied fully funded with the conditions Escrow Amount (as reduced in accordance with Clause 5.1.4 if applicable) until such time that 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 Balancing Amount 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 determined and any amount in favour of the Purchaser from has been paid in accordance with Clause 7.1.2 whereupon the Developer or the Proprietor balance (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may beincluding accrued interest) shall be procured released to the Vendors. Any amounts payable to or by the Vendors and prepared Optionholders pursuant to this Clause 5.2 shall be made in the proportions set against their respective names in column 6 of Parts 1 and 2 of Schedule 1. 5.3 The performance by the Vendors of their respective obligations under Clause 5.1 shall be a condition precedent to the performance 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 of its obligations under Clause 5.1 to the registration intent that, if the Vendors or any 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 them shall fail or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt unable to perform any of the Balance sumtheir obligations under Clause 5.1, 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 at its option (and without prejudice to any other remedies or objection thereon rights which it may have against the Vendors or theretoany of them in respect of such non-performance) cease to be liable to perform its obligations under Clause 5.1. 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 11.1 As soon as practicable after the date receipt in full by the Assignee/Financier of the auction sale Balance Purchase Price in accordance with Clause 7 above together with all interests on late payment (“Payment Due Date”if any), the Purchaser Assignee/Financier shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent execute or caused 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 executed in favour of the Purchaser an assignment of all rights, title, interests and benefits under the Principal Sale and Purchase Agreement entered into between the Developer and/or the Proprietor/Landowner and the original Purchaser over the Property (“the Deed of Assignment”); 11.2 The Purchaser, if necessary, ’s solicitors shall prepare the Deed of Assignment in favour of the Successful Purchaser of all the rights and benefits in the Property and under the Sale and Purchase Agreements subject firstly to conditions stipulated by Assignee/Financier at its absolute discretion; 11.3 The Assignee/Financier shall upon such execution forward to the Assignee being satisfied with Successful Purchaser or the conditions if any imposed Successful Purchaser’s financier or their solicitors, as the case may be, the principal Sale and Purchase Agreement and principal Deed of Assignment in the possession of Assignee/Financier (otherwise “the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to Related Documents”); 11.4 Where the Assignee) and /Financier is in actual possession of the original Related Documents, the Assignee/Financier shall deliver up such original or certified true copy of 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 Successful 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 (Successful Purchaser’s financier or their solicitors as the case may be). ; and 11.5 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 Successful Purchaser shall bear and pay all fees costs and expenses including but not limited to all the legal feesfee, stamp duty duty, and registration fees in connection with, of and incidental to the perfection of the Deed of Assignment and in the event of the individual title/sub- divided title of the Property has been or pursuant is issued the transfer of the title over the Property 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 Successful Purchaser.

Completion. (a) Within 120 days from Following the date exercise by the Warrantholder of any Warrant by serving an Exercise Notice and payment by the Warrantholder of the auction sale (“Payment Due Date”)Exercise Price for each Warrant exercised to the Issuer Bank Account, the Purchaser shall deposit Issuer (through its board of directors and/or any other relevant corporate body) shall: (i) immediately take all necessary steps or actions to cause a number of Issuer Shares equal to the number of Warrants that have been exercised to be delivered to the Warrantholder, including (without limitation) the following: (A) transfer and delivery of treasury Issuer Shares to the Warrantholder; and/or (B) transfer and delivery of Issuer Shares created out of the Issuer’s conditional share capital (bedingtes Aktienkapital) or created out of the Issuer’s authorized share capital (genehmigtes Aktienkapital) to the Warrantholder; and/or (C) calling a general meeting of shareholders in order to resolve on an ordinary capital increase of the Issuer (ordentliche Kapitalerhöhung) and to complete such capital increase immediately thereafter with a view to deliver Issuer Shares to the Warrantholder; (ii) provide the Warrantholder with any documents or instruments (if any) that are required to be executed by it pursuant to the Issuer’s articles of association or applicable Swiss corporate law in order for the issuance and delivery of the required number of Issuer Shares to be effected; (iii) following receipt of the relevant documents and/or instruments (if any) pursuant to paragraph (a)(ii) above, allot, issue and deliver (through the Intermediary) to the Warrantholder the Issuer Shares to which the Warrantholder is entitled following the exercise of the Warrants, such allotment, issuance and delivery to be made in accordance with the Solicitors appointed directions given by the Assignee simultaneouslyWarrantholder in the relevant Exercise Notice; (iv) and enter the Warrantholder into the Issuer’s share register (Aktienbuch) as the holder of the Issuer Shares to be received by the Warrantholder upon the exercise of the Warrants. (b) The Issuer Shares allotted to the Warrantholder following the exercise of Warrants and the payment by the Warrantholder of the Exercise Price for such Warrants shall: (i) A sum equivalent be duly and validly issued and alloted to 90% of the successful bid Warrantholder; (“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 be allotted to the Assignee being satisfied with Warrantholder fully paid; (iii) carry the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (same rights and privileges in form all respects as all other issued Issuer Shares 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 rights, interests, benefits, Dividends and obligations pertaining to the property. The Assignee shall not be required to assign the property other distributions declared, paid or made thereon; (iv) subject 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 restrictions under applicable Swiss law or the Proprietor (as the case may be). The transfer Issuer’s articles of the Property from the Developer or Proprietor (as the case may be) shall association, be procured freely transferable and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums be free 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 clear 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 theretoEncumbrances. 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 8.1 Completion shall take place on the date Completion Date at the offices of the auction sale (“Payment Due Date”)Sellers’ Solicitors in London, Brussels or at such other venue as may be agreed in writing between the Sellers’ Representative and the Purchaser. 8.2 At Completion the Sellers shall do or procure those things listed in Part A of Schedule 3, the Key Employees shall do those things listed in Part B of Schedule 3, the Warrantholders holding Warrants not previously exercised shall do those things listed in Part C of Schedule 3 and the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously:do those things listed in Part D of Schedule 3. 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 8.3 None of the Purchaser, if necessary, subject firstly the Sellers or the Company shall be obliged to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate complete the sale under Clause 9) Then and purchase of any of the Assignee will execute an assignment (in form and substance acceptable to Sale Shares unless the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment purchase of all of the chose in action shall be prepared by and at Sale Shares is completed simultaneously. 8.4 If the expense respective obligations of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for Sellers and/or the Purchaser to assume all liabilities under sub­clause 8.2 and obligations pertaining to Schedule 3 are not complied with on 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 Completion Date the Purchaser from the Developer or the Proprietor (or, as the case may be). The transfer , the Sellers’ Representative may: (a) defer Completion (so that the provisions of this Clause 8 shall apply to Completion as so deferred); (b) proceed to Completion as far as practicable (without limiting their respective rights under this Agreement); or (c) in the Property from event that Completion has not occurred by the Developer or Proprietor (as End Date, terminate this Agreement by notice in writing to the Purchaser, in the case may be) shall be procured and prepared of notice by the Purchaser at Sellers’ Representative, or to the Sellers’ Representative and the Company, in the case of notice by 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 reason Completion has not occurred by the End Date is not attributable to any act or omission by the Purchaser, in receipt the case of notice by the Purchaser, or by any Seller, in the case of notice by the Sellers’ Representative. 8.5 If this Agreement is terminated in accordance with Clause 22 and without limiting any party’s right to claim damages, all obligations of the itemized billing for Quit RentSellers, Assessment bills issued by the relevant authority Company and the Developer’s invoice/statement of account from Purchaser under this Agreement shall end (except for the Purchaser within ninety Surviving Provisions) but (90) days from for 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 related rights which have accrued before termination shall be deemed continue 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 theretoexist. e) 8.6 The stamp duty Tax Covenant shall come into full force and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchasereffect at Completion.

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 Actavis shall procure the consummation of the steps set out on Exhibit 8.1(b)(ii) in accordance therewith; provided, however, that Actavis shall have the right to implement reasonable modifications to the steps set forth in such exhibit, subject to the consent of Warner Chilcott which consent shall not be unreasonably delayed, conditioned or withheld; and provided, further, that the procedures set forth on Exhibit 8.1(b)(ii) regarding review and approval of the instruments in Steps 9 and 11 shall control for purposes of such instruments. (c) On Completion: (i) Holdco shall, in respect of each Warner Chilcott Share subject to the Scheme, issue 0.160 (the “Exchange Ratio”) of a Holdco Share (the “Share Consideration” and, together with any cash in lieu of Fractional Entitlements due to a Warner Chilcott Shareholder, the “Scheme Consideration”) to the applicable Warner Chilcott Shareholder (and/or their nominees), which Share Consideration shall be duly authorised, validly issued, fully paid and non-assessable and free of Liens and pre-emptive rights; provided, however, that no fractions of Holdco Shares (the “Fractional Entitlements”) shall be issued by Holdco to the Warner Chilcott Shareholders under this Clause 8.1(c)(i), and all Fractional Entitlements that would otherwise have been due to any Warner Chilcott Shareholders shall be aggregated and sold in the market by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to such Warner Chilcott Shareholders in accordance with the Fractional Entitlements to which they would otherwise have been entitled; in each case, in accordance with the Scheme; and (ii) Warner Chilcott shall deliver to Holdco: (A) a certified copy of the requisite consents resolutions referred to in Clause 8.1(b)(i); (B) letters of resignation from the directors that are removed from Warner Chilcott in accordance with Clause 8.1(b)(i)(B) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Warner Chilcott or the Warner Chilcott Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale removal); and (C) share certificates in favour respect of the Purchaser, if necessary, subject firstly aggregate number of shares in the capital of Warner Chilcott to be issued to Holdco (and/or its nominees) in accordance with the Scheme. (iii) Warner Chilcott shall cause an office copy of the Court Order and a copy of the minute required by Section 75 of the Act to be filed with the Companies Registration Office and obtain from the Registrar of Companies a Certificate of Registration in relation 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 reduction 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 share capital involved 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 PurchaserScheme. b(iv) If Actavis and Holdco shall cause the separate document Holdco Memorandum and Articles 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 Association to be required to register its charge(s) nor to procure a transfer amended and restated in Form 14A as prescribed by the National Land Code, 1965 their entirety in favour of the Purchaser from the Developer or the Proprietor (such form 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 RentParties, Assessmentacting reasonably, 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) mutually agree (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 passing appropriate resolutions 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 theretothis purpose). 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. 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. 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) 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. a) Within 120 days from the date 3.1 Completion of the auction sale (“Payment Due Date”), the Purchaser Subscription 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 take place within 1 business day after the date of signing of this Deed by the auction saleParties or any other date or time as the Parties may agree (“Completion”). 3.2 The Issuer shall deposit or procure the deposit into the Debt Service Reserve Account the aggregate amount of interest accrued on the Bonds up to the Maturity Date of US$557,333.33 (the “Accrued Interest”) no later than 2 business days prior to Completion. 3.3 The Purchaser shall deposit or procure the deposit of US$100,000, which forms part of the Sale Price, into the Debt Service Reserve Account no later than 2 business days prior to Completion. 3.4 On or before Completion, the Assignee Issuer and the Purchaser shall not transfer or procure the transfer of an amount in US dollar of (i) the Sale Price and (ii) the Accrued Interest from the Debt Service Reserve Account to the Seller to the following bank account: Bank: Bank account No.: Beneficiary: SWIFT Code: Bank Address: 3.5 On Completion and only after the Seller has received the funds of an amount in US dollar of the Sale Price pursuant to clause 3.4 above, (a) the Subscription Agreement shall be required terminated between the Issuer, the Guarantor and the Seller, subject to register its charge(sthe provisions set out in this Deed; (b) nor the Deed of Guarantee shall be terminated, and the Guarantor shall thereafter be unconditionally and irrevocably released from the guarantee to procure a transfer in Form 14A as prescribed the payment of all sums expressed to be payable from time to time by the National Land Code, 1965 Issuer under the Bonds on the terms and conditions as set out in favour the Deed of Guarantee; and (c) 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) Debt Service Reserve Account shall be procured released from security and prepared by the Purchaser at Account Charge shall be cancelled pursuant to a deed of release dated on or about the Purchaser’s expense who undertakes date of Completion entered into between the Seller and the Issuer, and the remaining balance standing to pay such sums and comply with the conditions Debt Service Reserve Account (if any) imposed shall be released and reassigned to the Issuer. 3.6 On or within 5 business days after Completion, (a) the Seller shall deliver to the Issuer the Bond Certificate No. 2 and shall instruct the Issuer to update the register of bondholders and enter the name of the Purchaser therein as the holder of the Bonds; and (b) the Issuer shall update the register of bondholders and enter the name of the Purchaser as the new holder of the Bonds, after which Bond Certificate No. 2 shall be destroyed by the Developer Issuer 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 a new bond certificate no. 3 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 name 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 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. a) Within 120 days from 9.1 Completion shall take place at the date offices of the auction sale (“Payment Due Date”), Purchaser's Solicitors or at such other place as the parties shall agree immediately after the exchange of this Agreement when the parties shall comply with their respective obligations as set out in this clause. 9.2 The Sellers shall place the Purchaser shall deposit with (or procure that the Solicitors appointed by the Assignee simultaneously: iPurchaser is placed) A sum equivalent to 90% in effective possession and control of the successful bid Business and the Sale Assets and deliver (“Balance Sum”or shall procure that there shall be delivered) by way of to 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 Purchaser:- 9.2.1 those Sale Assets which shall be borne capable of being transferred by delivery (including on suitable media (so far as has been procured by the Sellers) up to date and accurate copies of the Third Party Software in object code form up to date and accurate copies of the Source Codes and object codes of the Software); and delivery shall be deemed to take place at the premises where they shall be used or stored; 9.2.2 such duly executed assignments, conveyances or transfers as shall be required to vest in the Purchaser (or its nominee) the benefit and title to those Sale Assets which shall not be capable of being transferred by delivery; 9.2.3 all documents and/or deeds of title that relate exclusively to the Sale Assets that are in the possession or under the control of the Sellers' Group: 9.2.4 such evidence as the Purchaser may reasonably require of the consent of any other third party to the assignment, transfer and sale of any of the Sale Assets; 9.2.5 VAT invoices for any of the Sale Assets on which VAT shall be payable; 9.2.6 the Client Records; 9.2.7 if required 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 evidence 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 satisfaction of the Purchaser from that any person executing this Agreement or any document to be executed pursuant to it has authority to do so. 9.3 The Sellers shall procure that 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 following are made available to the Purchaser at immediately prior to Completion: 9.3.1 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 Employment Agreement duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; 9.3.2 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.Business Name Licence; and

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) 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 its 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, 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 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 5.1 Upon compliance with or fulfillment 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 all the conditions if any imposed (otherwise the Assignee may terminate the sale under set out in 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 Purchaser3.1, but such sale and assignment of the chose in action Completion shall be prepared by and take place 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 offices of the Purchaser from or such other place as the Developer parties shall determine at 4:00 p.m. on the Completion Date when all the acts and requirements set out in this Clause 5 shall be complied with (except that any of such acts and requirements may be waived by the party not in default of its obligations hereunder, PROVIDED THAT such waiver shall not prejudice any of the rights which it or any other party may have under this Agreement). 5.2 At Completion, the Proprietor Vendors and/or the Guarantors shall deliver or procure the delivery to the Purchaser of all the following: (1) copy, certified by a director of the Company as true and complete and that the resolutions therein are subsisting and have not been amended or revoked as at the Completion Date, of the resolutions in such form to the satisfaction of the Purchaser passed by the directors of the Company and its subsidiaries (as appropriate) approving the case may be). The following matters: (i) transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by Sale Interest to the Purchaser at the Purchaser’s expense who undertakes to pay such sums (or its nominee(s)) 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 subject to the relevant requirement under the laws of Macau; (ii) if so required by the Purchaser, accepting the resignation of Chan ▇▇▇▇▇▇ ▇▇▇ Tat as a director of the property.Company and the appointment of such person in his place as the Purchaser may nominate by not less than three Business Days’ notice before Completion; c(2) “ Any arrears valid documentation as required under the relevant laws in Macau for the transfer of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest Sale Interest stipulated in the Agreement; (if any3) which such other documents as may be lawfully due required to any relevant authority or the Developer up give to the date Purchaser good title to the Sale Interest and to enable the Purchaser (or its nominee(s)) to become the registered owner thereof; (4) a duly completed and signed Certificate of successful sale Non-U.S. Shareholder of Global Innovative Systems Inc. in the form attached hereto as Schedule 4; (5) a direction to ▇▇▇▇▇▇ ▇▇▇▇ as trustee by Luminous LED as beneficial owner to terminate the trust and transfer all register and beneficial ownership in the Sale Interest to the Purchaser; (6) a fully executed Escrow Agreement; (7) a certificate issued by each of the subject property shall be deducted from the purchase money upon receipt Guarantors confirming that she/he is not aware of any event which is in breach or inconsistent with any of the Balance sumVendors’ Warranties; 5.3 Against compliance and fulfillment of all acts and the requirements set out in Clause 5.2, provided that the Assignee/Bank is Purchaser shall deliver to the Vendors: (1) payment for the Initial Consideration in receipt the sum of MOP 12,400.00; (2) copy, certified by a director of the itemized billing for Quit RentPurchaser as true and complete, Assessment bills issued of the resolutions in such form to the satisfaction of the Vendors passed by the relevant authority and the Developer’s invoice/statement directors of account from the Purchaser within ninety approving this Agreement and other documents necessary for the purpose of effecting this transaction and authorizing a person or persons to execute the same (90with seal, where appropriate) days from for and on its behalf; (3) copy, certified by a director of GIS as true and complete, of the date resolutions authorizing the issue and allotment of sale. For avoidance the Consideration Shares in accordance with the provisions of doubt, in Clause 4 and enter the event such invoices and/or itemized ▇name of ▇▇▇▇▇▇▇ are not submitted within the stipulated ninety ▇▇▇▇ (90or his nominee(s)) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne as holder thereof on its register of members; (4) a fully executed Escrow Agreement; and (3) a certificate issued by the Purchaser solely. All confirming that it is not aware of any event which is in breach or inconsistent with any of the Purchaser Warranties 5.4 In the event that the Vendors shall fail to do anything required to be done by them under Clauses 5.2, without prejudice to any 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 right or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property remedy available 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 may: (1) defer Completion to a day not more than twenty-one (21) Business Days after the Completion Date (and so that provisions of this Clause 5.4(1) shall apply to Completion as so deferred); or (2) proceed to Completion so far as practicable but without prejudice to the Purchaser’s right to the extent that the Vendors shall not have complied with its obligations hereunder; or (3) rescind this Agreement (other than Clauses 13, 17, 20 and 22 which shall continue to have full force and effect) in which case none of the parties hereto shall have any claim of any such matters whether known nature whatsoever against any of the other parties under this Agreement (save for any rights and liabilities of the parties which have accrued prior to them or not and rescission). 5.5 In the event that the Purchaser shall raise no enquiryfail to do anything required to be done by them under Clauses 5.3, requisition without prejudice to any other right or objection thereon or thereto. e) The stamp duty and registration fee for remedy available to the MemorandumVendors, the Assignment Vendors may: (1) defer Completion to a day not more than twenty-one (21) Business Days after the Completion Date (and subsequent transfer (as the case may beso that provisions of this Clause 5.5(1) shall be borne apply to Completion as so deferred); or (2) proceed to Completion so far as practicable but without prejudice to the Vendors’ right to the extent that the Purchaser shall not have complied with its obligations hereunder; or (3) rescind this Agreement (other than Clauses 13, 17, 20 and paid by 22 which shall continue to have full force and effect) in which case none of the Purchaserparties hereto shall have any claim of any nature whatsoever against any of the other parties under this Agreement (save for any rights and liabilities of the parties which have accrued prior to rescission).

Completion. a) Within 120 days from the date 11.1 Completion 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% and purchase of the successful bid Business Assets shall take place at 3.00 p.m. (“Balance Sum”London time) by way on the Completion Date at the offices of the bank draft or cashierSeller’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 Solicitors 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 ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇. 11.2 At Completion, the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Seller and the same Purchaser shall be borne by do, or procure the Purchaser solely. All other charges as at carrying out of, those things respectively listed in respect of them in Schedule 4 (and for the date purposes of auction sale not specified this Clause 11.2, the Business Assets referred to in Clause 7(c) (including but not limited 15.1 and the Business Contracts and Shared Business Contracts referred 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 Clause 17.5 shall be deemed to purchase in all respects subject thereto have been acquired by the Purchaser (where applicable, on behalf of the relevant Designated Purchaser) for the purposes of determining whether or not he makes any enquiry and neither the Assignee nor the Auctioneer Seller has complied with its obligations pursuant to Schedule 4). 11.3 The Initial Cash Consideration shall be required payable by or bound to inform on behalf of the Purchaser in immediately available funds in Dollars at Completion as referred to in paragraph 1.2(B) of any such matters whether known to them or not and Schedule 4. 11.4 Receipt of funds in accordance with Clause 11.3 shall constitute a good discharge of the Purchaser shall raise no enquiryin respect of the payment of the Initial Cash Consideration but not, requisition for the avoidance of doubt, in respect of the Purchaser’s other obligations under Clause 8 or objection thereon or theretoClause 11.2. e) 11.5 The stamp duty and registration fee for Purchaser shall not be obliged to complete the Memorandumpurchase of the Business Assets unless the Seller complies with all of its obligations under Clause 11.2. 11.6 The Seller shall not be obliged to complete the sale of the Business Assets unless the Purchaser complies with all of its obligations under Clause 11.2 11.7 If the respective obligations of the Seller and/or the Purchaser under Clause 11.2 are not complied with on the Completion Date, the Assignment party which has complied with its obligations under Clause 11.2 may: (A) defer Completion by a period of not more than twenty-eight (28) days (so that the provisions of this Clause 11 shall apply to Completion as so deferred); (B) waive all or any of the requirements contained or referred to in Clause 11.2 at its discretion and subsequent transfer proceed to Completion so far as practicable (as the case may bewithout limiting its rights under this Agreement and/or applicable Laws); or (C) shall be borne and paid by the Purchaserterminate this Agreement, without liability on its part.