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

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

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

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

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

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

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

Completion. a) a. Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors solicitors appointed by the Assignee 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 4.1 Completion under this Agreement shall take place at the date offices of the auction sale (“Payment Due Date”)Seller at a time agreed by the Parties. 4.2 On the Completion Date all but not part of the following business shall be transacted: 4.2.1 The Purchaser shall: pay to the Seller, or pay in accordance with a direction from an Affiliate to an Affiliate, the Purchaser shall deposit with the Solicitors appointed Consideration as increased or decreased by the Assignee simultaneously: iWorking Capital Adjustment; deliver to the Seller (to the extent not already delivered prior to Completion) A sum equivalent to 90% a copy of the successful bid (“Balance Sum”) releases, consents, approvals, confirmations or waivers, if any, referred to in Clause 2.2 and obtained by way or on behalf of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and iideliver to the Seller (to the extent not already delivered prior to Completion) A a copy, certified as a true copy of and in full force and effect by a director or the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour legal manager of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed 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 a resolution of the chose in action shall be prepared board of directors of the Purchaser authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and at the expense Assignment Documents on behalf of the Purchaser. Where applicable, ; execute and deliver those of the Assignee shall be entitled Assignment Documents to have which it is a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities signatory; and obligations pertaining to the property. The Assignee shall not perform such other actions and execute such other documents as may be required to assign transfer the property Interests to any person it. 4.2.2 The Seller shall, after confirmation of receipt of the amounts payable under Clause 4.2.1(a), deliver to the Purchaser (to the extent not already delivered prior to Completion): the Assignment Documents duly executed by all the Relevant Third Parties other than the Purchaser. b) If the separate document ; a copy of title other releases, consents, approvals, confirmations or strata title for the property has been issued whether beforewaivers, if any, referred to in Clause 2.2 and obtained by or on or after the date behalf of the auction saleSeller; a copy, certified as a true copy and in full force and effect by a director or 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 legal manager of the Purchaser from Seller, of (i) a resolution of the Developer board of directors of the Seller authorising its entry into the transactions contemplated by this Agreement; and, if relevant, (ii) a Power of Attorney authorising a person or persons to sign this Agreement and the Proprietor (Assignment Documents on behalf of the Seller; and perform such other actions and execute such other documents as the case Purchaser may be). The reasonably require, to 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 Interests to the Purchaser. d) The Purchaser is responsible 4.2.3 Title to make his own enquiries and all liabilities and encumbrances affecting the property and Interests shall be deemed pass from the Seller 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 theretoupon Completion. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

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

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

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

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

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

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

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

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

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

Completion. a) Within 120 days from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; 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 Johor Land Berhad (“The Vendor”), ▇▇▇▇▇▇▇▇▇ A/L ▇▇▇▇▇▇ (“The Original Purchaser”) and Perbadanan Johor (“The Proprietor”) dated the 13th day of May, 2014) 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. 8.1 Provided that this Agreement has not been rescinded by the Purchaser and Amaru in accordance with Clause 4.2 or Clause 7.2 and subject as hereinafter provided, Completion shall take place on the Completion Date. 8.2 On Completion, the Vendor shall deliver to the Purchaser:- (a) Within 120 days from the date duly executed transfer for the transfer of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% 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 Sale Shares in favour of the PurchaserPurchaser or its nominee(s) accompanied by the relative share certificate(s) representing the Sale Shares, if necessary, subject firstly which certificate(s) shall be duly endorsed by the Vendor to the Assignee being satisfied Purchaser and/or its nominee(s), together with any other documents of transfer as may be necessary or appropriate to vest in the Purchaser and/or its nominee(s) the good title to the Sale Shares free from any Encumbrances; (b) original of tax clearance vouchers evidencing the payment of securities transaction tax for the transfer of the Sale Shares; (c) written confirmation from the Vendor that each of the warranties contained in SCHEDULE 2 is completely true and accurate and not misleading in any material respect as at Completion Date; (d) written evidence or copies of all necessary consents, licences and approvals required under the laws of ROC and any other relevant jurisdictions where applicable, in connection with the conditions if execution, delivery and performance of this Agreement by the Vendor and the Purchaser and the transactions contemplated herein; (e) legal opinion from a law firm in the ROC acceptable to the Parties that the transactions contemplated herein are valid, legal and not in breach of any imposed relevant rules and regulations of the ROC; (otherwise f) all the Assignee may terminate statutory and other books and records (including financial records) duly written up to date of the sale under Clause 9Group and its licenses and certificates for carrying on the business, including without limitation the profit-seeking enterprise registration certificate of the Group, and chop(s) Then and any other papers, records, and documents of the Assignee will execute an assignment Group; (g) a board resolution of the Company approving the registration of the transfer of the Sale Shares and the transactions contemplated herein; (h) a board resolution of each of the Company and CBN in form and substance acceptable to the Assignee) Purchaser revoking all existing authorities to the relevant banks in respect of the operation of its bank accounts and deliver up giving authority in favour of such persons as the Related Documents Purchaser may nominate to operate such accounts and if applicable evidence to the reasonable satisfaction of the Purchaser, but such sale and assignment of each of the chose in action shall be prepared by Company and at CBN having duly notified the expense relevant banks of the Purchaser. Where applicable, aforesaid change in authority; (i) evidence satisfactory to the Assignee shall be entitled Purchaser that all loans or other indebtedness due or owning to the Group by the Vendor or directors or other officers of the Group have a sufficient covenant been repaid in full; (j) the written resignations of indemnity inserted [chinese symbols] and [chinese symbols] from their directorships in CBN and Chua S▇▇▇ ▇▇▇▇ from their directorships in the assignment Company, to take effect on the Completion Date with acknowledgements in order for form and substance acceptable to the Purchaser to assume all liabilities and obligations pertaining signed by each of them to the property. The Assignee shall not be required to assign effect that each of them has no claim against the property to any person other than the Purchaser. b) If the separate document of title Company or strata title for the property has been issued whether beforeCBN, 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 , respectively for compensation for loss of office, redundancy or unfair dismissal or otherwise whatsoever; (k) a board resolution of each of the Property from Company and CBN approving 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 appointments 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 S▇▇▇▇ ▇▇▇▇▇▇▇▇ are not submitted within and Ngiam Zee Moey as directors of the stipulated ninety Company and CBN together with evidence to the reasonable satisfaction of the Purchaser; (90l) days from a board resolution and shareholders' resolution of the auction date, any subsequent claims made thereunder will not be entertained Vendor in form and substance satisfactory to the Purchaser approving the execution and performance by the Assignee/Bank Vendor of this Agreement and the same shall transactions contemplated herein; (m) a certified true copy of the certificate of incumbency and certificate of good standing in respect of the Vendor issued by the relevant entities/authorities on a date which is not earlier than two (2) weeks before Completion Date; (n) evidence of amendment to the Articles of Incorporation as may be borne required by the Purchaser solely. All have being effected; (o) such waivers or consents as the Purchaser may require to enable the Purchaser and/or its nominee(s) to be registered as the holders of any of the Sale Shares; and (p) such other charges documents as at may be required to give to the date Purchaser good title to the Sale Shares and to enable the Purchaser or its nominee(s) to become the registered holders thereof. 8.3 Against receipt of auction sale not specified the documents set out in Clause 7(c) (including but not limited to water bills8.2 above, 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 Amaru 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: (a) deliver to the Vendor the duly certified copies of the relevant board and shareholder resolutions of the Purchaser approving the execution of all relevant documents in connection with the transfer of the Sale Shares including the allotment and issue of the Consideration Shares to the Vendor; and (b) allot and issue the Consideration Shares to the Vendor, such Consideration Shares shall be borne credited as fully paid-up, free from all encumbrances and paid ranking pari passu in all respects with the ordinary shares in the capital of Amaru existing as at Completion. 8.4 Without prejudice to any other remedies available to the Purchaser and Amaru, if in any respect of the provisions of Clause 8.2 are not complied with by the PurchaserVendor on the Completion Date the Purchaser may:- (a) defer Completion to a date not more than 14 days after the Completion Date (and so that the provisions of this Clause 8 shall apply to Completion as so deferred); (b) proceed to Completion so far as practicable (without prejudice to its rights hereunder); or (c) rescind this Agreement.

Completion. aa. The second and third sentences of Section 6.01(l) Within 120 days from the date of the auction sale Agreement are hereby deleted in their entirety and replaced with the following: “Sellers shall, at their own expense, make any and all repairs or replacements that are designated in the Premises Condition Reports as “critical” or otherwise referred to as immediate or year one repair or replacement items, or words to such effect (the “Payment Due DateRequired PCR Repairs”), the Purchaser shall deposit in accordance with the Solicitors appointed by terms of Section 8.04(c).” b. The first two (2) sentences of Section 8.04(c) of the Assignee simultaneously: Agreement are hereby deleted in their entirety and replaced with the following: “Notwithstanding any language to the contrary herein, Sellers shall use commercially reasonable efforts to complete the Required PCR Repairs prior to the Closing Date; provided, however, in the event any Required PCR Repairs are not completed prior to the Closing Date, Sellers shall cause: (i) A sum equivalent all Required PCR Repairs identified on Exhibit B through Exhibit I as “Immediate Needs Repairs” to 90% of the successful bid be completed at their sole cost and expense on or prior to March 31, 2019 or such later date as reasonably requested by Sellers and approved by Purchaser (“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 approval shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title unreasonably withheld or strata title for the property has been issued whether beforedelayed), provided that, on or after the date April 1, 2019, Purchaser’s election, Sellers shall escrow, pursuant to a mutually-acceptable escrow agreement, one hundred twenty percent (120%) of the auction saleestimated cost to complete the “Immediate Needs Repairs” which remain unfinished and outstanding on March 31, 2019, with the Assignee actual amount of funds to be escrowed and form of escrow agreement to be subject to approval by Sellers and Purchaser, which approval shall not be, unreasonably withheld, conditioned or delayed; and (ii) all Required PCR Repairs identified on Exhibit B through Exhibit I as “Year-1 Repairs” to 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 completed at their sole cost and expense on 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 prior to the date of successful sale of that is one (1) year following 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 theretoClosing Date. 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. aCompletion will take place on the Completion Date. Conditions 8.1.2 and 8.1.3 are varied by the deletion of 2.00 pm as the stipulated time and the substitution of 1.00 pm. Condition 8.4 is amended to add “(d) Within 120 days from any other sum which the date parties agree under the terms of the auction contract should be paid or allowed on completion.” Condition 8.7 is amended to read: “The buyer is to pay the money due on completion by a method that gives immediately available funds and, if appropriate, by an unconditional release of a deposit held by a stakeholder.” Condition 1.1.3(b) is amended to read: “in the case of the seller, even though a mortgage remains secured on the property, if the amount to be paid on completion enables the property to be transferred freed of all mortgages, (except those to which the sale (“Payment Due Date”)is expressly subject) or if the seller produces reasonable evidence that this is the case.” On, or as soon as reasonably practicable after completion, the Purchaser shall deposit with Seller will deliver to the Solicitors appointed by Buyer (or to any other person as the Assignee simultaneously: i) A sum equivalent Buyer has directed in writing to 90% the Seller before completion): rent authority letters addressed to each of the successful bid (“Balance Sum”) by way Occupational Tenants; and all of the bank draft following, if any, which are in the Seller’s possession or cashierunder the Seller’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK control (MALAYSIA) BERHAD, The amount except any that are in the possession of any Occupational Tenant): the cheque shall include outstation clearing charges which shall be borne by health and safety file 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 Property (including any copyright licences in favour of the PurchaserBuyer); manuals relating to the operation or maintenance of the building(s) and any plant, machinery or equipment at the Property; buildings or services plans for the Property; Management Information. Any documents required under clause 12, clause 13 and clause 14. Apportionment of rent due under the Occupational Leases In this clause the following definitions apply: Occupational Lease Rent: the annual rent reserved by each of the Occupational Leases. Occupational Lease Rent Payment Day: a day under an Occupational Lease for payment of the Occupational Lease Rent or an instalment of the Occupational Lease Rent. Notwithstanding clause 12.3, if necessarycompletion takes place on an Occupational Lease Rent Payment Day then there will be no apportionment of the Occupational Lease Rent in respect of that Occupational Lease. The Occupational Lease Rent in respect of each Occupational Lease will be apportioned so that on completion the Seller will pay or allow the Buyer: A x B where in respect of each Occupational Lease: A is the Occupational Lease Rent at the rate payable at the day of completion, subject firstly and B is the number of days from and including the day of completion to but excluding the next Occupational Lease Rent Payment Day. If the Seller receives any Occupational Lease Rent attributable to the Assignee being satisfied with period from and including the conditions if any imposed (otherwise day of completion, the Assignee may terminate the sale under Clause 9) Then the Assignee Seller will execute an assignment (in form and substance acceptable pay such amount to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment Buyer within five working days 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 theretocleared funds. 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. Completion of this Agreement is conditional upon:- (a) Within 120 days the Purchaser being reasonably satisfied upon the Purchaser’s due diligence review and investigation on the financial, legal and corporate matters of the Company as set out in this Agreement, including without limitation that there is no material adverse change in the financial position of the Company from the Accounts Date to the Completion Date and the Sellers having provided such access, assistance and documents as reasonably requested by the Purchaser or its solicitors and/or accountant so as to enable the Purchaser to conduct such due diligence review and investigation; (b) the Sellers having shown and proved good title of the Property to the Purchaser’s and the Purchaser’s Solicitors’ satisfaction in accordance with Section 13 of the CPO and having given good title to the Property in accordance with Section 13A of the CPO at the Sellers’ sole costs and expenses from all incumbrances of all descriptions; (c) The Sellers having settle and paid all Taxation which the Company is liable to pay prior to the Completion. (d) Completion will take place at the office of the Vendor’s Solicitors, Messrs. Augustine ▇.▇. ▇▇▇▇ & Co., Solicitors (or at such other place as the Sellers and the Purchaser may agree in writing) at or before 2:30 p.m. on the Scheduled Completion Date, or such other date as the Sellers and the Purchaser may agree in writing. At Completion, the business set out in Schedule 4 will be transacted. (e) all the representations, undertakings and Warranties given by the Sellers hereunder remaining true, correct and accurate in all respects as at Completion; (f) there having been no breach of the Warranties from the date of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent this Agreement up to 90% and inclusive of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.Completion Date;

Completion. 5.1 Subject to Clauses 3 and 4 above, upon the Purchaser agreeing to exercise the Option and the Completion shall take place after the 1st day of April, 2000 on or before the Completion Date at Mumbai as under: (a) Within 120 days from the date Escrow Agent shall after causing the stamps to be affixed by the Purchaser on the Transfer Deeds, obtain signatures of the auction sale (“Payment Due Date”), Purchaser on the Purchaser shall deposit with the Solicitors appointed Transfer Deeds in respect of 151,000 Shares transferred by the Assignee simultaneously: i) A sum equivalent to 90% each of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Vendors 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 obtaining signatures of the auction sale, Purchaser as aforesaid on the Assignee Transfer Deeds the Escrow Agent shall not be required forward the same to register its charge(s) nor the Company with a request to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of 1,51,000 Shares to the Purchaser from the Developer or name of the Proprietor Vendors to the name of the Purchaser. (c) the Company shall convene a meeting of the Board and approve transfer of 1,51,000 Shares from the Vendors to the name of the Purchaser and authorise entry of the name of the Purchaser as the case may be). The transfer registered holder of 1,51,000 Shares in the books and records of the Property Company including in its register of members and thereafter direct the Share Certificates pertaining to 1,51,000 Shares to be endorsed in the name of the Purchaser and to deliver the Share Certificates to the Escrow Agent with a request to give 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 Developer or Proprietor (Purchaser to the Vendors. 5.2 In the event of the Completion not taking place latest by the Completion Date for the failure on the part of the Purchaser to pay the amount set forth in Clause 4, the Escrow Agent shall, unless otherwise directed by the arbitrators, return and deliver the Share Certificates, the Transfer Deeds and resignation letters of the Existing Directors and resignation letters of the Purchaser's nominees and Purchaser's Secondees as may be deposited with the case may be) Escrow Agent to the Vendors and return the three Demand Drafts to the Purchaser and in such an event notwithstanding the fact that the Completion shall be procured and prepared not have taken place on the Completion Date, the amount paid 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 Vendors as and by way 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 ▇non-refundable ▇▇▇▇▇▇▇ are not submitted within Deposit shall be retained and by shall stand for failed to the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Vendors and the Vendors shall have no liability whatsoever to return or refund the same shall be borne to the Purchaser. 5.3 Notwithstanding anything contained hereinabove, if requested by the Purchaser solely. All other charges as at the Vendors shall extend the Completion Date not beyond 30th September, 2000 for the Completion to take place on or before that 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 subject 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 condition that the Purchaser shall raise no enquirypay the Purchase Price increased by an additional amount calculated at the rate of 16% p.a. on the Purchase Price of 1,51,000 Shares for the period beginning from 1st July, requisition or objection thereon or thereto2000 until the extended Completion Date and in that event all the provisions, set out in Clause 5.1 shall mutatis mutandis apply for the Completion to take place on such other later date subject, however, to the payment of increased Purchase Price calculated as above said. e) The stamp duty and registration fee for 5.4 In the Memorandumevent of the Completion taking place on the Completion Date including any later Completion Date, the Assignment Vendors and subsequent the Existing Directors shall assign transfer (as the case may be) shall be borne and paid make available to a person nominated by the PurchaserPurchaser all the technical, administrative and billing contracts pertaining to the domains owned and or hosted by the Company.

Completion. a) Within 120 days from the date 6.1 Completion of the auction sale (“Payment Due Date”)and purchase of the relevant Option Shares in relation to the exercise of the Options in full shall, the Purchaser shall deposit subject to Clause 4.4, take place simultaneously with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% completion of the successful bid (“Balance Sum”) by way sale and purchase of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of Beijing Huicong Option Equity Interests under 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 HC Construction Option Deed at 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 time not be required to assign the property to any person other later than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or 30 days after the date of the auction saleExercise Notice or 5 Business Days after the exercise of the HC Construction Option becomes unconditional (excluding such conditions relating to the sale and purchase of the Option Shares), whichever is the later, and at such place in Hong Kong as may be specified in the Exercise Notice or otherwise notified by the Grantee. 6.2 At Completion, the Assignee following business shall not be required transacted: 6.2.1 the relevant Grantor(s) shall deliver or cause to register its charge(sbe delivered to the Grantee duly executed instrument of transfer(s) nor to procure a transfer and sold notes in Form 14A respect of the relevant Option Shares as prescribed by set out in the National Land Code, 1965 Exercise Notice in favour of the Purchaser from Grantee or its specified nominee accompanied by the Developer or share certificate(s) for the Proprietor relevant Option Shares or, where applicable, procure its designated CCASS Participant to give irrevocable delivery instruction to effect a book entry settlement of the Option Shares in accordance with the General Rules and the Operational Procedures to the credit of the stock accounts of the CCASS Participants of the Grantee in accordance with the instructions provided to the Grantor by the Grantee prior to Completion; 6.2.2 the Grantee shall pay to the Grantors by electronic funds transfer to the Grantors’ respective bank accounts (as notified to the case may be). The transfer Grantee prior to such payment) an amount equal to the aggregate Exercise Price for such Option Shares; and 6.2.3 the Grantors shall procure that the directors of the Property from Company shall approve the Developer or Proprietor (as transfers of the Option Shares for registration and the entry of the transferee(s) in the register of members of the Company, in each 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 subject only to the registration of such transfer transfers being subsequently presented duly stamped. 6.3 If any of the property. cGrantors defaults (“Defaulting Grantor”) “ 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 transferring the relevant authority and Option Shares: 6.3.1 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 Grantee shall be deemed to purchase be the duly appointed agent and attorney of the Defaulting Grantor with full irrevocable power to execute, complete and deliver in all respects subject thereto whether the name of and on behalf of the Defaulting Grantor a sale and transfer of the relevant Option Shares to the Grantee or not he makes any enquiry and neither its nominee; 6.3.2 the Assignee nor Grantee may request the Auctioneer Company to enter the name of the Grantee or its nominee in the register of members as the holder of the relevant Option Shares; and 6.3.3 the Grantee shall be required forthwith pay the aggregate Exercise Price into a separate bank account in the Grantee's name and, when the Defaulting Grantor shall deliver up its certificate 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 certificates for the Memorandumrelevant Option Shares to the Grantee, the Assignment Grantors shall thereupon be paid the aggregate Exercise Price, without interest and subsequent transfer (as less any sums owed to the case may be) shall be borne and paid Grantee by the PurchaserGrantors.

Completion. 7.1 In exchange for payment of the Purchase Price by the Purchaser to the Vendor in accordance with Clause 4 and the performance and observance by the Purchaser of the balance of its obligations under this Agreement, the events set out in Clauses 7.3 and 7.4 shall occur. 7.2 Completion shall be effected on the Date for Completion at such time between 9:00am and 5:00pm at such place in Brisbane as may be nominated by the Vendor’s Solicitors by notice in writing to the Purchaser’s Solicitors which may be given at any time prior to the Date for Completion. In the absence of such nomination, Completion shall be effected at the office of the Vendor’s Solicitors at 3:00pm on the Date for Completion. 7.3 On the Date for Completion the Vendor shall:- (a) Within 120 days from deliver to the date Purchaser an executed Transfer of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% 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 Land in favour of the Purchaser, if necessary, subject firstly Purchaser capable of immediate registration after the payment of stamp duty; (b) deliver to the Assignee being satisfied with Purchaser a completed Form 24 for the conditions if any imposed Transfer; (otherwise the Assignee may terminate the sale under Clause 9c) Then the Assignee will execute an assignment (in form and substance acceptable deliver to the AssigneePurchaser any instruments of title for the Land required to register the Transfer; (d) and deliver up the Related Documents to the PurchaserPurchaser the executed, stamped but such sale unregistered Lease; (e) deliver to the Purchaser all plans, drawings and assignment documents in the possession or control of the chose Vendor which the Purchaser would reasonably require to enable the Purchaser to manage the Land; and (f) deliver to the Purchaser all other instruments (which shall be duly stamped) in action the possession or control of the Vendor evidencing estates and interests affecting the Land and which are exclusive to the Land. The Transfer and Form 24 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 delivered to the property. The Assignee shall not be required Vendor’s Solicitors within a reasonable time prior to assign Completion to permit execution of the property to any person other than same by the PurchaserVendor. b7.4 On (or before) If the separate document of title or strata title Date for the property has been issued whether beforeCompletion, 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 enquirydeliver to the Vendor’s Solicitors, requisition or objection thereon or theretothe signed Permit to Enter. e) The 7.5 If, on Completion, the Land is subject to any mortgages, charges or encumbrances then the Purchaser will accept unstamped but duly executed Releases or partial Releases of such mortgages, charges or encumbrances and a stamp duty declaration Form G (if applicable) and registration fee for to obtain those releases the Memorandum, Vendor may apply the Assignment and subsequent transfer (as whole or any part of the case may be) shall be borne and moneys paid by the Purchaser.. 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Completion. a) Within 120 days from 4.1 Completion shall take place on the date Completion Date when: 4.1.1 the Sellers shall deliver to the Buyer, or procure the delivery to the Buyer of, the documents and other items referred to in Schedule 4; 4.1.2 the Sellers shall procure that there shall be held a meeting of the auction sale (“Payment Due Date”)board of directors of the Company and of each of the Subsidiaries at which there shall be duly passed the resolutions set out and contained in the board minutes of the Company and of the Subsidiaries in the Agreed Form; 4.1.3 the Buyer shall pay the Consideration Amount less the Holdback Amount, the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% aggregate of all of the successful bid (“Balance Sum”) by way Share Options Exercise Amounts, the Shareholder Loan Amount and the Sellers’ Deal Costs Amount to the Sellers in accordance with Clause 3.8; 4.1.4 the Buyer shall pay each of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Share Options Exercise Amounts to OCBC BANK the Company on behalf of (MALAYSIAand as agent for) BERHAD, The amount the Share Option Holders in discharge of the cheque shall include outstation clearing charges which shall be borne by Share Option Holders' obligations to the Purchaser, failing which Company pursuant to the deficiency shall be recoverable from the Purchaser; and ii) A copy exercise of the requisite consents of the DeveloperShare Options and, 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 each Share Option Holder will be deemed to have received the event such invoices and/or itemized amount of the relevant Share Options Exercise Amount for the purposes of calculating any proportion of the Consideration due to him; 4.1.5 the Buyer shall pay the Shareholder Loan Amount to the Company on behalf of (and as agent for) ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ are not submitted within ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ in discharge of each such Seller's indebtedness to the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained Company pursuant to loans advanced by the Assignee/Bank and Company to each of them on 18 April 2018 and, for the same shall be borne by the Purchaser solely. All other charges as at the date avoidance of auction sale not specified in Clause 7(c) (including but not limited to water billsdoubt, 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 each such Seller will be deemed to purchase have received his respective element of the Shareholder Loan Amount for the purposes of calculating any proportion of the Consideration due to him; and 4.1.6 the Buyer shall pay the Sellers’ Deal Costs Amount to the Sellers’ Solicitor’s Account (the Sellers’ Solicitors being authorised to receive the same) on behalf of (and as agent for) each of the Sellers in all respects subject thereto whether or not he makes discharge of their obligations to contribute their relevant proportion of the Sellers’ Deal Costs Amount in accordance with Clause 15.2, and, for the avoidance of doubt, each Seller will be deemed to have received the amount of his Respective Proportion of the Sellers’ Deal Costs Amount for the purposes of calculating any enquiry and neither proportion of the Assignee nor Consideration due to him. 4.2 The performance by the Auctioneer Sellers of their respective obligations under Clause 4.1 shall be required a condition precedent to the performance by the Buyer of its obligations under Clause 4.1 to the intent that, if the Sellers or bound any of them shall fail or shall be unable to inform the Purchaser perform any 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 Memorandumtheir obligations under Clause 4.1, the Assignment Buyer shall at its option (and subsequent transfer (as without prejudice to any other remedies or rights which it may have against the case may beSellers or any of them in respect of such non‑performance) shall cease to be borne and paid by the Purchaserliable to perform its obligations under Clause 4.1.

Completion. 7.1 Completion shall take place at the offices of the Sellers’ Solicitors (or such other place as the parties may agree, including remotely): (a) Within 120 days from as soon as practicable following the date satisfaction (or waiver pursuant to clause 4.8) of the auction sale Condition and in any event within five Business Days of the satisfaction (“Payment Due Date”)or waiver) of the Condition; or (b) on any other date as agreed in writing by the Sellers’ Representative and the Buyer. 7.2 On Completion, the Purchaser Sellers and the Buyer shall deposit perform, or procure the performance of, their respective obligations in accordance with and as set out in Schedule 4, provided that if any Management Seller is in default of his obligations under Part 1 of Schedule 4, the Buyer shall have a right of action only against that Management Seller (and no other Management Seller) for such default. Notwithstanding the foregoing, if any Institutional Seller is in default of its obligations under Part 1 of Schedule 4, the Buyer shall have a right of action against that Institutional Seller and any other Seller that is a member of that Institutional Seller’s Group. 7.3 Each of the Sellers hereby confirms that the Sellers’ Solicitors appointed are irrevocably authorised by the Assignee simultaneously: i) A sum equivalent Sellers to 90% receive payment of the successful bid Consideration (“Balance Sum”and any other payments due to the Sellers under this Agreement) by way on the 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 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 salemonies so paid. For the 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) Buyer shall not be borne concerned with, or have any liability whatsoever with respect to, any failure by the Assignee/Bank. The Purchaser shall bear Sellers’ Solicitor or any other person to apportion the Consideration among the Sellers in accordance with this Agreement. 7.4 If Completion does not take place on the Completion Date because the Buyer or one or more of the Sellers fails to comply with any of their respective obligations under this clause 7 and pay all fees and expenses including but not limited to all legal feesSchedule 4, stamp duty and registration fees the Sellers’ Representative (in connection with, incidental to the case of a default by the Buyer) or pursuant the Buyer (in the case of a default by one or more of the Sellers) may by notice to the Assignment and all other documents necessary for effecting the transfer Buyer or assigning the beneficial ownership in the property to the PurchaserSellers’ Representative (as applicable): 20 ACTIVE/110746680.7 d(a) The Purchaser is responsible require all the parties to make his own enquiries and proceed to Completion to the extent reasonably practicable (without limiting its rights under this Agreement); or (b) require all liabilities and encumbrances affecting the property and shall be deemed parties to purchase in all respects subject thereto whether or not he makes any enquiry and neither postpone Completion to such date as the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not Sellers’ Representative and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoBuyer may agree in writing (being a date not later than the Longstop Date). e) The stamp duty and registration fee for the Memorandum7.5 If Completion is postponed to another date in accordance with clause 7.4, the Assignment and subsequent transfer (provisions of this Agreement apply as if such other date is the case may be) shall be borne and paid by the PurchaserCompletion Date.

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 Ganda Hasrat Sdn. Bhd. (“The Vendor”), Inspire Development Sdn. Bhd. (“The Original Purchaser”) and ▇▇▇ ▇▇▇▇▇ Enterprise Sdn. Bhd. (“The Proprietor”) dated the 08th day of July, 2011) and the rights to the Property that have been assigned by the Original Purchaser to the Assignee with full knowledge of all risks and consequences to that chose in action and rights to the Property arising out of the master title being under `▇▇▇▇▇▇▇▇ ▇▇▇▇▇’ status. The Purchaser further agrees that the Assignee’s obligation under the Memorandum will be discharged upon execution of the Assignment mentioned in clause 7(a)(ii) above notwithstanding that the rights assigned thereunder to the Purchaser may be unenforceable as a result of the master title being under `hakmilik batal’ status. The Purchaser, being fully aware of the master title being under `hakmilik batal’ status and hereby acknowledging having sought independent legal advice regarding the consequences thereof on the interest in or on the Property being sold by auction, agrees that the execution of the Assignment mentioned in clause 7(a)(ii) above shall of itself constitute valuable consideration and that the contract created by the Memorandum shall not be rendered void on the basis of any failure of consideration or frustration. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. 9.1 Completion shall take place remotely (or at such other place or by such other method as the parties may agree) on, subject to clause 9.2, the twelfth (12th) Business Day following the date on which the final Condition is waived or satisfied in accordance with this Agreement unless another date is agreed in writing between the Buyer and the Sellers’ Representatives (the “Completion Date”). 9.2 The parties acknowledge that in the event all Conditions have been satisfied or waived in accordance with this Agreement but a Completion AUM Dispute is pending, then Completion shall be delayed until such time as the Completion AUM Dispute is resolved or finally determined in accordance with clause 7, and Completion shall take place as soon as reasonably practicable following such resolution or final determination. 9.3 At least eight (8) Business Days prior to the Completion Date, the Sellers shall deliver to the Buyer a schedule prepared in good faith and calculated in accordance with Schedule 4 (the “Completion Schedule”) setting out, together with supporting information and calculations showing how each has been derived: (a) Within 120 days from the Estimated Cash; (b) the Estimated Debt; (c) the Estimated Net Working Capital and the resulting Estimated Net Working Capital Adjustment; (d) the Minimum Regulatory Capital; (e) the Sellers’ Transaction Costs; (f) the Pre-Completion Dividend; (g) the amount outstanding in respect of the WCLs and the WCL Consideration; and (h) any other applicable adjustments that may arise between the date of this Agreement and the auction sale date on which the Completion Schedule is to be delivered (“Payment Due Date”and as agreed between the Sellers’ Representatives and the Buyer), in each case, as at the Purchaser Relevant Time. 9.4 The Buyer and the Sellers’ Representatives shall deposit use reasonable endeavours to agree in good faith the amounts set out in the Completion Schedule (and the items set out therein) prior to the Completion Date. For the avoidance of doubt, if the Buyer and the Sellers Representative cannot so agree, the parties shall, other than in case of manifest error, proceed to Completion on the basis of the amounts set out in the Completion Schedule delivered by the Sellers in accordance with clause 9.3. 9.5 The EBT Trustee agrees and acknowledges that an amount equal to the EBT Costs shall be applied in full and final settlement of the EBT’s costs, expenses and fees (together with the Solicitors appointed by fees of their legal advisers and any other disbursements and expenses incurred in connection with the Assignee simultaneouslyTransaction and the operation and winding up of the EBT) at or following Completion. 9.6 On Completion, the Sellers, the EBT Trustee and the Buyer shall perform, or procure the performance of, their respective obligations in relation to the sale and purchase of the Shares in accordance with and as set out in Schedule 3. 9.7 If Completion does not take place on the scheduled Completion Date as envisaged pursuant to clause 9.1: (a) because the Buyer fails to fulfil or comply with any of its obligations under this clause 9, the Sellers’ Representatives may by Notice to the Buyer: (i) A sum equivalent proceed 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 Completion as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (far 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 sumreasonably practicable, provided that the Assignee/Bank Buyer shall use all reasonable endeavours to procure that such obligation(s) is fulfilled as soon as practicable following Completion and in receipt any event within two (2) months after Completion; (ii) defer Completion to a date falling not more than one (1) month after the date on which Completion should have taken place in accordance with clause 9.3 but for the default in question, in which case the provisions of this Agreement shall apply as if that other date is the Completion Date; or (iii) subject to Completion having been deferred at least once in accordance with clause 9.7(a)(ii) above, terminate this Agreement (other than the Surviving Provisions), and (b) because any of the itemized billing for Quit RentSellers or the EBT Trustee fails to fulfil or comply with any of its obligations under this clause 9, Assessment bills issued the Buyer may by Notice to the relevant authority Sellers’ Representatives: (i) proceed to Completion as far as reasonably practicable, provided that the Sellers and the Developer’s invoice/statement of account from the Purchaser EBT Trustee shall use all reasonable endeavours to procure that such obligation(s) is fulfilled as soon as practicable following Completion and in any event within ninety two (902) days from months after Completion; (ii) defer Completion to a date falling not more than one (1) month after the date of sale. For avoidance of doubton which Completion should have taken place in accordance with clause 9.3 but for the default in question, in which case the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within provisions of this Agreement shall apply as if that other date is the stipulated ninety Completion Date; or (90iii) days from subject to Completion having been deferred at least once in accordance with clause 9.7(b)(ii) above, terminate this Agreement (other than the auction dateSurviving Provisions), any subsequent claims made thereunder will not be entertained in each case, without limiting its rights and remedies under this Agreement or by the Assignee/Bank and the same shall be borne by the Purchaser solely. All law to, amongst other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water billsthings, 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 claim 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 theretodamages. 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 ▇▇▇▇▇▇▇▇ 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. aTenant shall complete or cause to be completed the Improvements in a good and workmanlike manner, in accordance with the Construction Drawings. (i) Within 120 days from Upon the date substantial completion of the auction sale Tenant Improvements related to the First Floor Expansion Space, (i) Tenant shall require the Architect and the General Contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion for the Tenant Improvements related to the First Floor Expansion Space in the form of the American Institute of Architects (“Payment Due DateAIA”)) document G704, and (ii) Tenant shall deliver to Landlord (x) sworn statements setting forth the Purchaser shall deposit with names of all contractors and subcontractors who did the Solicitors appointed by work and final unconditional lien waivers from all such contractors and subcontractors and (y) “as built” plans (one copy in print format and two copies in electronic CAD format) for such Tenant Improvements related to the Assignee simultaneously:First Floor Expansion Space. (ii) Upon the substantial completion of the Tenant Improvements related to the Third Floor Expansion Space, (i) A sum equivalent Tenant shall require the Architect and the General Contractor to 90% execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion for the Tenant Improvements related to the Third Floor Expansion Space in the form of the successful bid AIA document G704, and (ii) Tenant shall deliver to Landlord (x) sworn statements setting forth the names of all contractors and subcontractors who did the work and final unconditional lien waivers from all such contractors and subcontractors, and (y) “Balance Sum”as built” plans (one copy in print format and two copies in electronic CAD format) by way for such Tenant Improvements related to the Third Floor Expansion Space. (iii) Upon the substantial completion of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Lobby Improvements, (i) Tenant shall require the Architect and the General Contractor to OCBC BANK (MALAYSIA) BERHADexecute and deliver, The amount for the benefit of Tenant and Landlord, a Certificate of Substantial Completion for the Lobby Improvements in the form of the cheque shall include outstation clearing charges which shall be borne by the PurchaserAIA document G704, failing which the deficiency shall be recoverable from the Purchaser; and and (ii) A Tenant shall deliver to Landlord (x) sworn statements setting forth the names of all contractors and subcontractors who did the work and final unconditional lien waivers from all such contractors and subcontractors, and (y) “as built” plans (one copy in print format and two copies in electronic CAD format) for such Lobby Improvements. (iv) Upon the substantial completion of the requisite consents HVAC Improvements for the First Floor Expansion Space and then again for the Third Floor Expansion Space, (i) Tenant shall require the Architect and the General Contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion for the HVAC Improvements in the form of the DeveloperAIA document G704, Proprietor and / or State Authorities or relevant bodies approving (ii) Tenant shall deliver to Landlord (x) sworn statements setting forth the sale names of all contractors and subcontractors who did the work and final unconditional lien waivers from all such contractors and subcontractors, and (y) “as built” plans (one copy 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 9print format and two copies in electronic CAD format) 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 for 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 PurchaserHVAC Improvements. 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 Completion shall take place on the Completion Date (or on such other date as may be agreed) at the offices of Condor. 6.2 The obligation of Tournigan at Completion is to transfer to Condor good title to, and possession of, the Sale Assets. Accordingly, and without limitation, Tournigan must deliver or cause to be delivered to Condor at Completion: (a) Within 120 days from a duly executed deed of assignment in the date form annexed hereto as Annexure A whereby: (i) Exploracion ▇▇▇▇▇▇ agrees to be bound by the terms and conditions of the auction sale MOU; (“Payment Due Date”), ii) Exploracion ▇▇▇▇▇▇ and ▇▇▇▇▇ Resources acknowledge and agree that the Purchaser shall deposit MOU is valid and subsisting in accordance with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% its terms and that there are no outstanding breaches of the successful bid (“Balance Sum”) by way MOU and that all obligations of Tournigan in respect of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to MOU have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer performed up to the date of successful sale Completion and that there are no variations or alterations to the MOU other than the letters from Tournigan to ▇▇▇▇▇ Resources dated 4 October 2002 and 24 September 2003; (iii) the interests of Tournigan in the MOU and all rights and obligations in respect of the subject property shall be deducted from MOU are assigned by Tournigan to Condor with the purchase money upon receipt consent of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority ▇▇▇▇▇ Resources and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized Exploracion ▇▇▇▇▇▇▇▇ are not submitted within ; (b) originals of all consents required for the stipulated ninety transfer of the Sale Assets from Tournigan to Condor; (90c) days from possession of the auction date, any subsequent claims made thereunder will not be entertained Sale Assets. 6.3 The obligation of Condor at Completion is to satisfy the Consideration by the Assignee/Bank issue and allotment to Tournigan of the same shall number of Shares set out in clause 4.2, and to appoint one representative of Tournigan to the Board of Directors of Condor 6.4 The requirements of clauses 6.2 and 6.3 are interdependent and must be borne carried out contemporaneously. No delivery or payment is deemed to have been made until all deliveries, payments and appointments have been made. 8 78921.2 6.5 Notwithstanding clause 6.4, if any act, matter or thing which ought to have been done or any document which ought to have been executed or delivered at Completion is found not to have been done, executed or delivered each Party must, upon request by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited Party after Completion, immediately do or cause to water billsbe done that act, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding matter or thing or execute and deliver or cause to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear executed and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretodelivered that document. e6.6 If any act, matter or thing is required to be done or any document is required to be executed or provided to Condor to more satisfactorily transfer possession or ownership of the Sale Assets to Condor then Tournigan must, upon request by Condor after Completion, immediately do or cause to be done that act, matter or thing or execute and deliver or cause to be executed and delivered that document. 6.7 Any obligation of a Party under this clause 6 which is not wholly performed at or before Completion shall survive and not merge on Completion if Completion (notwithstanding that non-performance) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaseroccurs.

Completion. a8.1 Completion of the sale and purchase of the Assets shall be conditional upon satisfaction of each of the following conditions: 8. 1:1 the delivery by the Vendor to the Purchaser of the Financial Statements within Five (5) Within 120 days from of the date of the auction sale (“Payment Due Date”), this Agreement provided however that the Purchaser shall deposit with as a material inducement to the Solicitors appointed Vendor to provide the Financial Statements hereby specifically acknowledges that the Financial Statements are furnished by the Assignee simultaneously: i) A sum equivalent Vendor to 90% the Purchaser for information purposes only and without any warranty or representation of any kind type nature or description 8.1:2 the accuracy in all material respects of the successful bid Warranties 8. 1:3 the grant of the Vendor Governmental Approvals which must be obtained and written confirmation thereof furnished to the Purchaser on or before the Date for Governmental Approvals 8.1:4 the grant of the Purchaser Governmental Approvals which must be obtained and written confirmation thereof furnished to the Vendor on or before the Date for Governmental Approvals 8.1:5 the Vendor's good and marketable documentary title to the Property in fee simple in possession free from incumbrances otherwise than the 3:4.1 all designs drawings plans schematics sales publications advertising and promotional material which apply to the Property and the structures or buildings on the Property in the possession or control of the Vendor save and except any items which bear the trademark or indicia of the Franchisor 8. 3:4.2 all documentation and records in relation to the Contracts in the possession of the Vendor 8.3:4.3 all contract National Insurance payroll account Union and Pension records relating to all Transferring Employees duly completed and up to date 8.3:4.4 a valid and binding written acknowledgment from the Manager and the Franchisor that all agreements and arrangements (“Balance Sum”including without limitation the Franchise Agreement) which affect the Business or Assets have been canceled by mutual agreement and without any compensation or damages being payable by the Purchaser 8.4 At Completion the Purchaser will deliver to the Vendors' Attorneys the following: 8.4:1 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 wire transfer in favour of the Purchaser, if necessary, subject firstly Vendor or such other party or parties as the Vendor shall direct in writing and/or 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 one or more accounts of the chose Vendor as designated by the Vendor in action writing the said sum of Twelve million dollars in the said currency (US$12,000,000.00) together with an amount in respect of Book Debts referred to in clause 2.3:3 an amount in respect of Stocks referred to in clause 2.3:2 an amount in respect of Cash Float referred to in clause 2.3:4 and subject to any adjustment for apportionments and prepayments referred to in clause 2.3:5 and provided the Vendor is in compliance with its obligations hereunder other than those mentioned below such wire transfers 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 transmitted by the Purchaser.'s bank prior to 1:00pm on the Transfer Date as a precondition to the performances required of the Vendor pursuant to clauses 8.1 and 8.4 or otherwise as the Parties may agree in writing 8.4:2 unconditional general releases in the form attached hereto as Exhibit B whereby the Purchaser releases and agrees to indemnify the Vendor OPL and their respective past and present employees officers directors shareholders attorneys accountants agents as well as any and all entities owned by or affiliated with the Vendor or OPL including without limitation the Manager of and from all actions causes of action labour disputes and issues suits losses costs debts dues sums of money accounts reckonings bonds bills specialties covenants controversies warranties agreements promises variances trespasses damages judgments extents executions claims disputes offset rights defenses to payment specific performance indemnification rights subrogation rights and contribution rights for upon by reason of on account of or arising from or out of or by virtue of any transaction event or occurrence duty or obligation indemnification agreement promise warranty covenant or representation breach of contract and demands of whatsoever kind or nature in law or in equity whether direct or indirect known or unknown actual or contingent heretofore arising now existing or hereafter arising however or whenever arising with respect to the Assumed Liabilities

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 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. a) Within 120 days from the date 4.1 The Buyer shall instruct payment of the auction sale First Tranche Consideration by electronic funds transfer to the Seller’s Nominated Account on the First Completion Date. If and to the extent that there is any delay in the Buyer effecting the payment contemplated by clause 4.1 by reason of administrative or technical error, Disruption Event, failure to meet banking hour “cut-off” times or AML/KYC requirements of any paying or receiving bank or any other relevant person such eventuality, in each case, shall not constitute a breach of this Agreement until the expiry of 2 business days after such eventuality and in any event, if such circumstances should arise, the Parties shall immediately negotiate in good faith for a period of not less than 14 days with a view to resolving the relevant issue. 4.2 The Seller shall use its best endeavours to procure that Dorado Direct Investments 21 Pty Ltd (ACN 654 463 573) consents as Lender to the transfers of Shares to the Buyer contemplated under this Agreement constituting a Permitted Change in Control under the Dorado Facility Agreement (the “Payment Due DateCoC Consent”) as soon as is reasonably practicable. The Seller shall notify the Buyer as to all material developments in connection with obtaining the CoC Consent and use its best endeavours to arrange regular contact between the Lender and the Buyer. If the CoC Consent is not given promptly, the Seller shall engage in good faith discussions with the Buyer to facilitate the Buyer’s purchase of the Lender’s rights, title and interest in the Dorado Facility Agreement and any associated documents and if the Buyer elects to do so (in its absolute discretion), shall use its best endeavours to procure the Purchaser shall deposit consummation of the same with the Solicitors appointed Lender promptly upon request 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 PurchaserBuyer. 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 15 Business Days of receipt by the Shareholders of an Exercise Notice given in accordance with clause 3.2 (Completion Date), each Shareholder must: (i) do all acts and things and execute and deliver to the Optionholder or the Nominee (as applicable) all documents (including, if required to enable a transfer of legal title, documents which constitute a sufficient transfer of the applicable Option Shares under Part 7.11 of the Corporations Act and the AUSTRALIA\ATAYLO\659281157.29 (ii) deliver to the Optionholder or the Nominee (as applicable) documents evidencing the release of all Encumbrances in respect of its Option Shares (including where appropriate the release or termination of any tripartite arrangement with the controlling participant of the Option Shares, delivery of holding statements in respect of the Option Shares and any signed blank share transfer forms or other documents permitting the transfer of its Option Shares which are in the possession of the holder of any Encumbrance) including, if applicable, an undertaking from the holder of each Encumbrance to discharge any relevant financing statement from the PPS Register within 10 Business Days of release of that Encumbrance, upon the occurrence of which the Optionholder will pay (or procure the Nominee to pay, if applicable) the Shareholders the Exercise Price and the Option Fee Tranche 2 in cleared funds. (b) From the Completion Date, the Optionholder will do (or procure the Nominee to do, if applicable) all things necessary to become the registered holder of the Option Shares as soon as possible after Completion. (c) From the date of receipt by a Shareholder of an Exercise Notice given in accordance with clause 3.2 until the auction sale applicable Option Shares are registered in the name of Optionholder or the Nominee (“Payment Due Date”as applicable), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneouslyeach Shareholder: (i) A sum equivalent irrevocably and for valuable consideration, receipt of which is hereby acknowledged, appoints the Optionholder or the Nominee (as applicable) to 90% of be its attorney to do in the successful bid Shareholder's name and on its behalf everything necessary or expedient in the Optionholder's or the Nominee's (“Balance Sum”as applicable) by way of sole discretion to transfer the bank draft applicable Option Shares to the Optionholder or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK the Nominee (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 Purchaseras applicable); and (ii) A copy of expressly authorises the requisite consents of Optionholder or the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale Nominee (as applicable) to do anything referred to in favour of the Purchaser, clause 3.4(c)(i) even if necessary, subject firstly it may result in a benefit to the Assignee being satisfied with Optionholder or the conditions if any imposed Nominee (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 as 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(d) 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 Each Shareholder declares that everything done by the National Land Code, 1965 in favour of the Purchaser from the Developer Optionholder or the Proprietor Nominee (as applicable) in exercising powers under clause 3.4(c)(i) is as valid as if it had been done by the case may be). The transfer of Shareholder and agrees to ratify and confirm whatever the Property from Optionholder or the Developer or Proprietor Nominee (as the case may beapplicable) 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 propertydoes in exercising those powers. 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 Completion of the auction sale and purchase of the Property and Shares shall take place contemporaneously on or before the Completion Date when all the transactions mentioned in sub-clauses (“Payment Due Date”), the 2) and (3) below shall place. The Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) pay Share Purchase Price in United States Dollars by way of the bank draft Telex Transfer or cashier’s order crossed “A/C PAYEE ONLY” made payable Swift 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 ………………………. Upon confirmation of receipt of the PurchaserShare Purchase Price in the joint account of the Shareholders in ………….., if necessary, subject firstly the Shareholders shall immediately procure the delivery to the Assignee being satisfied with Purchaser of a duly completed and the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment signed transfer 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 Share in favour of the Purchaser from together with the Developer or relevant share certificate (in the Proprietor (as form detailed in the case may be)Memorandum and Articles of Association of the Company) and stamp duty form D duly signed by the auditors of the Company. If completion shall not take place on the Completion Date by reason of any default of the Purchaser, this Agreement shall at the option of the Shareholders, terminate but such termination shall not affect the rights and remedies of the Shareholders. In the event the Shareholders exercise their option to terminate this Agreement the Property Sale Agreement shall automatically terminate. The transfer Shareholders warrant to the Purchaser that: ownership of the Property from Shares confers upon the Developer owner the right to occupy the Property; there is and at Completion will be no pledge, lien or Proprietor (as other encumbrances on, over or affecting the case may be) shall Shares and there is and at Completion will be procured no agreement or arrangement to give or create any such encumbrances and prepared no claim has been or will be made by any person to be entitled to any of the foregoing; The Shareholders will be entitled to transfer the full legal and beneficial ownership of the Shares to the Purchaser at on the Purchaser’s expense who undertakes to pay such sums terms of this Agreement without the consent of any third party; The Warranties in schedule 2 are true 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 accurate in all respects subject thereto whether and will continue to be so up to and including completion. Each of the Warranties is without prejudice to any other warranty or undertaking and, except where expressly stated, no clause contained in this Agreement governs or limits the extent or application of any other clause. The Shareholders shall procure that, except so far as may be necessary to give effect to this Agreement, the Company shall not he makes any enquiry and neither before completion without the Assignee nor the Auctioneer shall be required or bound to inform prior written consent of the Purchaser do, procure or allow anything which may cause, constitute or result in any material breach of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoWarranties. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a3.1 Completion of the sale and purchase of Option Shares being exercised under an Option Notice shall take place at the registered office of the Company (or at such other place as may be agreed by the Parties) Within 120 days at 12 noon on the seventh day after the Exercise Date (or at such other date as the Optionholder may designate from time to time) subject to payment of the Option Price, provided that, if such day is not a business day, then Completion shall take place at 12 noon on the next business day. 3.2 On Completion, the Shareholder shall: 3.2.1 deliver to the Optionholder the duly completed instruments of transfer with respect to the Option Shares being exercised in favour of Optionholder; 3.2.2 subject to clause 3.5, deliver to the Optionholder the share certificates representing the Option Shares being exercised; 3.2.3 account to the Optionholder for all benefits received in respect of Option Shares being exercised between the Exercise Date and the date of Completion (both dates inclusive) and which do not have a record date before the auction sale Exercise Date; 3.2.4 deliver to the Optionholder any form of consent or waiver required from the Shareholder (“Payment Due Date”if any), to enable the Purchaser shall deposit transfer of Option Shares being exercised to be registered in accordance with the Solicitors appointed by the Assignee simultaneously:Articles; i3.2.5 (so far as it is able to do so) A sum equivalent use its best endeavours to 90% procure registration of the successful bid (“Balance Sum”) by way transfer 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 PurchaserOption Shares being exercised immediately; and ii) A copy of 3.2.6 do such things and execute such documents as shall be necessary or as the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving Optionholder may reasonably request to give effect to the sale in favour of Option Shares being exercised on the Purchaser, if necessary, subject firstly Transfer Terms. 3.3 Subject to the Assignee being satisfied Shareholder complying with its obligations under clause 3.2, the conditions if any imposed (otherwise Optionholder shall be obliged to pay the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable Option Price to the Assignee) and deliver up Shareholder by wire transfer to an account designated in writing by the Related Documents Shareholder in accordance with clause 3.4 prior to Completion. If the Purchaseraccount provided by the Shareholder is not opened in its name, but such sale and assignment of Optionholder’s obligation to pay the chose in action Shareholder under this clause 3.3 shall be prepared by and at considered fully discharged if it pays the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted relevant Option Price 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 Purchaseraccordance with such designation. b) If 3.4 Immediately before Completion, an option notice will also be issued under the separate document Onshore Option Agreement to exercise the corresponding percentage 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 Onshore Interests thereunder (as the case may be“Corresponding Onshore Exercise”). The Optionholder shall withhold from the Option Price payable pursuant to clause 3.3 in the current exercise an amount which equals the amount payable under the Corresponding Onshore Exercise until the change of shareholder registration has been completed at the relevant Administration for Industry and Commerce to reflect the transfer of the Property from relevant Onshore Interests under the Developer or Proprietor (as Corresponding Onshore Exercise and the case may be) shall be procured and prepared by Optionholder has received written confirmation for 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 same. 3.5 If any of the propertyprovisions of clauses 3.2 or 3.3 are not complied with on the date fixed for Completion, the Party not in default may (without prejudice to its other rights and remedies): 3.5.1 defer Completion to a date not more than 28 days after such date (and so that the provisions of this clause 3.5 shall apply to Completion as so deferred); or 3.5.2 proceed to Completion so far as practicable (without prejudice to its rights under this Agreement). c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due 3.6 If Optionholder decides to any relevant authority defer 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 proceed with Completion 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 Memorandumaccordance with clause 3.5, the Assignment Shareholder shall indemnify the Optionholder for any related losses and subsequent transfer (as the case may be) shall be borne and paid by the Purchaserdamages incurred.

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

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

Completion. a5.1 Upon compliance with or fulfillment or waiver of all the conditions set out in Clause 3.2, completion of the sale and purchase of the Sale Shares shall take place at the office of the Purchaser on Completion Date at or before 3:00 p.m. (or at such other place and time as both the Vendors and the Purchaser may jointly agree) Within 120 days when all the acts and requirements set out in this Clause 5 shall be complied with. 5.2 The Vendors shall deliver or procure the delivery to the Purchaser or to its order, instruments of transfer in respect of the transfer of the Sale Shares duly executed by the registered holder thereof in favour of the Purchaser or its nominee(s) as the Purchaser may direct, and such other documents as may be required to give a good and effective transfer of title to the Sale Shares to the Purchaser or such nominee(s) and to enable the Purchaser or such nominee(s) to become the registered and beneficial holder thereof free from all Encumbrances. 5.3 The Vendors shall procure a meeting of the board of directors of the Company at which such matters shall be dealt with and resolved upon as the Purchaser shall require for the purposes of giving effect to the relevant provisions of this Agreement including without limitation, the appointment of a person nominated by the Purchaser as director of the Company with effect from the date of Completion. 5.4 Against compliance and fulfillment of all acts and the auction sale requirements set out in Clauses 5.2 and 5.3, the Parent shall and the Purchaser shall procure that the Parent shall forthwith: (“Payment Due Date”1) deliver to the 1st Vendor or its nominee(s) as the 1st Vendor may direct the original share certificates for 6,000,000 Consideration Shares free from all Encumbrances other than the Transfer Restrictions with the name of the 1st Vendor or such nominee(s) registered as the beneficial holder(s) thereof, and such other documents as may be required to give a good and effective transfer of title to 6,000,000 Consideration Shares to the 1st Vendor or such nominee(s) and to enable the 1st Vendor or such nominee(s) to become the registered and beneficial holder thereof free of all Encumbrances other than the Transfer Restrictions; (2) deliver to the 2nd Vendor or its nominee(s) as the 2nd Vendor may direct the original share certificates for 7,500,000 Consideration Shares free from all Encumbrances other than the Transfer Restrictions with the name of the 2nd Vendor or such nominee(s) registered as the beneficial holder(s) thereof, and such other documents as may be required to give a good and effective transfer of title to 7,500,000 Consideration Shares to the 2nd Vendor or such nominee(s) and to enable the 2nd Vendor or such nominee(s) to become the registered and beneficial holder thereof free of all Encumbrances other than the Transfer Restrictions; (3) deliver to the 3rd Vendor or its nominee(s) as the 3rd Vendor may direct the original share certificates for 3,750,000 Consideration Shares free from all Encumbrances other than the Transfer Restrictions with the name of the 3rd Vendor or such nominee(s) registered as the beneficial holder(s) thereof, and such other documents as may be required to give a good and effective transfer of title to 3,750,000 Consideration Shares to the 3rd Vendor or such nominee(s) and to enable the 3rd Vendor or such nominee(s) to become the registered and beneficial holder thereof free of all Encumbrances other than the Transfer Restrictions; (4) deliver to the 4th Vendor or its nominee(s) as the 4th Vendor may direct the original share certificates for 11,250,000 Consideration Shares free from all Encumbrances other than the Transfer Restrictions with the name of the 4th Vendor or such nominee(s) registered as the beneficial holder(s) thereof, and such other documents as may be required to give a good and effective transfer of title to 11,250,000 Consideration Shares to the 4th Vendor or such nominee(s) and to enable the 4th Vendor or such nominee(s) to become the registered and beneficial holder thereof free of all Encumbrances other than the Transfer Restrictions; (5) deliver to the 5th Vendor or its nominee(s) as the 5th Vendor may direct the original share certificates for 7,500,000 Consideration Shares free from all Encumbrances other than the Transfer Restrictions with the name of the 5th Vendor or such nominee(s) registered as the beneficial holder(s) thereof, and such other documents as may be required to give a good and effective transfer of title to 7,500,000 Consideration Shares to the 5th Vendor or such nominee(s) and to enable the 5th Vendor or such nominee(s) to become the registered and beneficial holder thereof free of all Encumbrances other than the Transfer Restrictions; and (6) deliver to the Vendors a copy, certified true and complete by an authorized officer of the Parent, of resolutions of the board of directors of the Parent approving this Agreement and all other transactions contemplated under this Agreement. 5.5 Against compliance and fulfillment of all acts and the requirements set out in Clauses 5.2 and 5.3, the Purchaser shall forthwith:- (1) produce to the Vendors instrument of transfer and bought and sold notes in respect of the Sale Shares duly executed by the Purchaser or its nominees; and (2) deliver to the Vendors a copy, certified true and complete by an authorized officer of the Purchaser, of resolutions of the board of directors of the Purchaser approving this Agreement and all other relevant transactions contemplated under this Agreement. 5.6 Upon due and complete performance by the Parent of its obligations under Clause 5.4(1), (2), (3), (4) and (5), 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 have duly fulfilled its payment obligation under Clause 4.1. 5.7 The parties hereto acknowledge that each of the original share certificates as referred to in all respects subject thereto whether Clause 5.4(1), (2), (3), (4) and (5) respectively shall contain one or not he makes more legends with reference being made to the Securities Act (as well as any enquiry and neither other legends required by the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser laws of any applicable jurisdiction) whereby such matters whether known reference shall contain wordings which are substantially similar to them or not and the Purchaser shall raise no enquiryfollowing:- "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, requisition or objection thereon or theretoAS AMENDED AND MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT COVERING THE SECURITIES IS FILED AND EFFECTIVE OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. 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 The purchase and sale provided for in this agreement is scheduled to take place at the offices of the Seller's Solicitors on the date that is at the latest four (4) Business Days following satisfaction (or waiver if permitted) of all the conditions referred to in clause 3, or at such other time and place as the Parties may agree except in relation to the Properties where Completion shall take place in accordance with Part 2 of schedule 4 or as otherwise agreed between the Seller and the Buyer. If, on the scheduled Completion Date, the Seller signs, executes and delivers all documents and performs all acts, matters and things required of it as set out in or otherwise complies with clause 6.2 and all conditions have been fulfilled or waived, such date shall be the Completion Date. Subject to the provisions of clause 6.4, failure to consummate the purchase and sale provided for in this agreement on the date and time and at the place determined pursuant to this clause 6.1 shall not result in the termination of this agreement and shall not relieve any Party of my obligation under this agreement. 6.2 At Completion the Seller shall: (a) Within 120 days make available to the Buyer at the Properties: (i) the Books and Records and that part of the Business Information which is in writing; and relates to the MSB; (ii) as well as all other Assets hereby agreed to be sold title to which can be transferred by delivery, (a) shall pass by and upon such delivery; (b) deliver to the Buyer: (i) duly executed assignments and/or novations and consents of the Contracts listed in Schedule 6, as agreed between the Seller's Guarantor and the Buyer; (ii) a release of any Encumbrance other than Encumbrance that does not materially effect the value or use of such Assets to which any of the Assets owned by the Seller, the Acquired Subsidiary or any member of the Alcatel Group, are subject; (iii) a copy of the minutes of a meeting of the directors of the Seller authorising the execution by the Seller of this agreement and all other documents specified herein and an opinion from the date General Counsel of Seller's Guarantor, confirming that the execution by the Sellers' Guarantor of this Agreement has been duly authorised; (iv) the agreement by the Seller to transfer all vehicle registration documents in respect of any motor vehicles comprised in the Assets together with all current test certificates and all current road fund licences; (v) duly executed copies of each of the auction sale (“Payment Due Date”)Transaction Documents and the Trademark Phase Out Licence, the Purchaser shall deposit with Environmental Indemnity, and 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 PurchaserAlcatel Transitional Services Agreement; and ii(c) A copy upon request from the Buyer, do or procure the doing of all acts and/or execute or procure the requisite consents execution of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale all such documents in favour of the Purchaser, if necessary, subject firstly a form reasonably satisfactory to the Assignee being satisfied with Buyer acting reasonably for 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 purpose 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 vesting in the assignment in order Buyer legal title to MSB and the Assets (including, 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, the Property and the Leases) as shall be required to comply with any Legal Requirement or as the Buyer's Solicitors shall otherwise reasonably require which, in each case, have been notified to the event Seller's Solicitors five Business Days prior to the Completion Date. 6.3 Upon compliance by the Seller with the provisions of clause 6.2 the Buyer shall: (a) provide for the transfer by electronic transfer of funds of the Purchase Price (less any sum as determined pursuant to clause 8.5) payable at Completion Date to the Seller's Account; and (b) deliver to the Seller a counterpart of the documents referred to in clauses 6.2, to which the Buyer or the Buyer's Guarantor is a party duly executed by the Buyer or Buyer's Guarantor (as the context of such invoices and/or itemized ▇▇▇▇▇▇▇▇ documents so requires). 6.4 If in any respect the obligations of the Seller (or Buyer) pursuant to this clause 6 are not submitted within complied with on the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at scheduled date for Completion or on the date for legal completion 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 assignment of any of the beneficial ownership Properties in accordance with schedule 4 the property Party not in default may: (a) defer Completion to a date not more than 20 Business Days after Completion should have taken place but for the said default (and so that the provisions of this clause 6, apart from this clause 6.4 (a) shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable (without prejudice to its rights hereunder); or (c) terminate this agreement without prejudice to the Purchaser d) The Purchaser is responsible rights and liabilities which accrued prior to make his own enquiries termination which shall continue to subsist including those under clauses 17 to 19 and all liabilities and encumbrances affecting the property and shall be deemed 21 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 thereto26 (inclusive). e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

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

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

Completion. a) Within 120 days from 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 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. a5.1 Completion shall take place at the Company's office on the Completion Date at 5:00 p.m. (or at such other place and time as the parties may agree) Within 120 days from when all the date of the auction sale (“Payment Due Date”)acts and requirements set out in this Clause 5 shall be complied with. 5.2 On Completion, 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 Vendor 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 Company (as the case may be) shall deliver or procure the delivery to the Purchaser of all the following: (a) the Vendor deliver the relevant instruments of transfer and contract notes in respect of the transfer of the Sale Shares duly executed by the Vendor in favour of the Purchaser or such other nominee(s) as the Purchaser may direct and such other documents as may be procured required to give a good and prepared effective transfer of title to the Sale Shares to the Purchaser or such nominee(s) and to enable the Purchaser or such nominee(s) to become the registered and beneficial holder thereof free from all Encumbrances to the Purchaser's satisfaction; (b) the Vendor deliver definitive share certificates in respect of the Sale Shares and other evidence as may be required by the Purchaser showing that the Vendor is the beneficial owner of the Sale Shares, free from all Encumbrances; (c) the Company deliver copies, certified as true and complete by a director of the Company, of resolutions of the shareholders meeting/board of directors approving the matters as stipulated in Clauses 5.3; (d) the Company shall deliver in respect of the Company: (i) all statutory records and minute books (which shall be written up to date as at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions Completion), all unissued share certificates (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 statutory records then; (ii) all common seals and all rubber stamps, cheque books, cheque stubs and bank statements, receipt books, all current insurance policies, books and accounts and title deeds and evidence of ownerships to all assets and all current contracts and all other accounting records; (iii) copies of all tax returns and assessments (receipted where the due dates for payment fell on or before the Completion Date); (iv) all correspondence and other documents necessary for effecting the transfer or assigning the beneficial ownership in the property belonging to the Purchaser dCompany (including its constitutional documents); and provided that, if the Purchaser so agrees, delivery of all documents and records as referred to in this Clause 5.2(d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase have been effected where they are situated in all respects subject thereto whether premises and shall continue to be in the sole occupation of the Company following Completion or otherwise in the custody of persons who shall remain officers and/or employees of the Company following Completion; (e) the 2011 Accounts (which shall not he makes have any enquiry and neither deviation from the Assignee nor Completion Accounts as defined in Schedule 3); and (f) the Auctioneer Completion Accounts. 5.3 On Completion, the Company shall procure a meeting of the shareholders/directors (as appropriate) of the Company at which such matters shall be required or bound to inform the Purchaser of any such matters whether known to them or not dealt with and resolved upon as the Purchaser shall raise no enquiry, requisition or objection thereon or theretorequire for the purposes of giving effect to the provisions of this Agreement including: (a) approving the sale and purchase of the Sale Shares and this Agreement; and (b) amending the memorandum and articles of association of the Company as may be required by the Purchaser in writing prior to the Completion. e) The stamp duty 5.4 Against performance of the obligations by the Vendor and registration fee for or the Memorandum, the Assignment and subsequent transfer Company (as the case may be) under Clauses 5.2 and 5.3 above, the Purchaser shall: (a) deliver to the Vendor a certified copy of the directors' resolutions of the Purchaser approving this Agreement; and i) As soon as practicable after the Completion Date, the Purchaser shall deliver to the Vendor a certificate or certificates representing the Consideration Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide substantially as follows: "THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE." ii) The Vendor acknowledges that the Consideration Shares will initially be borne "restricted securities" (as such term is defined in Rule144 promulgated under the Securities Act of 1933, as amended ("Rule144"), that the Consideration Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Consideration Shares cannot be sold unless registered with the United States Securities and paid Exchange Commission ("SEC") and qualified by appropriate state securities regulators, or unless the Vendor obtains written consent from CMG and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule144)). 5.5 If the Vendor or the Company, as appropriate, shall fail to do anything required to be done by them under Clauses 5.2 and 5.3, without prejudice to any other right or remedy available to the Purchaser, the Purchaser may: (a) defer Completion to a day not later than 14 days after the date fixed for Completion (and so that the provisions of this paragraph (a) shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable but without prejudice to the Purchaser's rights to the extent that the Vendor shall not have complied with their obligations hereunder; or (c) rescind this Agreement without liability on its part. 5.6 The parties to the Agreement confirm and agree that Clauses 6 to 16 shall survive the Completion.

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. aLandlord shall be deemed to have tendered the Premises to Tenant and the Lease shall be deemed to have commenced (the "Commencement Date") Within 120 days from when Landlord delivers the date Premises in the condition required by this Lease, with the Building and Infrastructure substantially completed, subject only to minor punch list items as described below, and all keys or other means of access thereto, to Tenant, along with a written statement that the Building and Infrastructure are substantially completed in accordance with the Plans and, if required by law, a certificate of occupancy and any other permits required for Tenant to lawfully occupy the Premises issued and in full force and effect. Upon delivery of the auction sale Premises to Tenant, Tenant shall have thirty (“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 (9030) days from the date of saledelivery to inspect the Premises and to provide Landlord with a written list of what respects, if any, the Premises have not been substantially completed in accordance with the Plans (the "Tenant's List"). For avoidance of doubtAll items included in Tenant's List, which Landlord agrees in its reasonable judgment have not been substantially completed in accordance with the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted Plans, shall be completed by Landlord in accordance with the Plans within the stipulated ninety thirty (9030) days from after receipt of Tenant's List, subject to Force Majeure and temporary condemnation. Landlord's completion of the auction dateitems on Tenant's List must not unreasonably interfere with Tenant's use and enjoyment of the Premises. Landlord may, any subsequent claims made thereunder will not be entertained by at its option, retain for itself one or more duplicates of keys to 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 Building 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 means of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or access 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. 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 Purchaser.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 Developer shall use its reasonable efforts to cause Completion (defined below) of the Project to occur on or before the final completion date set forth in the Final Project Schedule. (b) For purposes of this Agreement, the “Completion” of the Project shall be deemed to have occurred on such date as all the following conditions are fulfilled: (i) The Project has been completed in substantial accordance with the plans and specifications for the Project (as same have been approved in writing by Owner) except for any Punchlist Items (defined below); (ii) Developer has delivered to Owner a Certificate of Substantial Completion (a “Completion Certificate”) from the date Architect on the form promulgated by the AIA in respect of the auction sale Project; provided that such Completion Certificate may include an appropriate list of items (“Payment Due DatePunchlist Items”), the Purchaser shall deposit ) that do not interfere with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% occupancy or use of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Project and remain to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or completed after the date of issuance of the auction saleCompletion Certificate; (iii) Developer has delivered to Owner a final or temporary certificate of occupancy from the City of St. Louis for the Project; and (iv) Developer is then not in default under this Agreement. (c) Concurrently with Completion of the Project, or as soon thereafter as reasonably practicable through the use of commercially reasonable efforts by Developer, Developer shall deliver to Owner the following items (collectively, the Assignee shall not “Completion Documentation”): (i) a final lien waiver from the General Contractor on a form to be required reasonably approved in writing by Owner, which, among other things, (1) waives and releases all lien rights and any claims the General Contractor may have with respect to register the Owner, the Project, or the Land and related improvements, and (2) contains a statement that the General Contractor has paid all of its charge(s) nor to procure a transfer subcontractors, suppliers and other vendors all amounts due them for such work performed in Form 14A as prescribed by the National Land Code, 1965 in favour respect of the Purchaser from Project. Notwithstanding the Developer preceding sentence, if there is any outstanding lien or claim to lien that constitutes an exception to the Proprietor statement contained in clause (as the case may be). The transfer 2) of the Property from preceding sentence, Developer may purchase (or cause to be purchased) a bond in the Developer or Proprietor amount of one hundred fifty percent (as 150%) of the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration amount of such transfer of the property. c) “ Any arrears of Quit Rentlien or claim to lien, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and bond shall be deemed to purchase in all respects subject thereto whether satisfy such lien or not he makes any enquiry and neither claim to lien for purposes of this Section 1.14(c)(i), so long as the Assignee nor title company that issued the Auctioneer shall be required title insurance policy maintained by Owner with respect to the Project provides affirmative insurance coverage with respect to such lien or bound claim to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretolien. e(ii) The stamp duty and registration fee a final certificate of occupancy from the City of St. Louis for the Memorandum, Project and such other governmental permits and licenses as are required for the Assignment occupancy and subsequent transfer operation of the Project; (as iii) evidence of completion of the case may bePunchlist Items; and (iv) shall be borne and paid by three (3) Close-Out Binders with respect to the PurchaserProject.

Completion. The Sellers shall deliver, or procure delivery, to the Buyer or make available to the Buyer: (a) Within 120 days physical possession of all the Assets capable of passing by delivery, with the intent that title in such Assets shall pass to the Buyer by and on such delivery; (b) duly executed agreements in forms to be agreed between the parties acting reasonably for the assignment or novation of the benefit of the Contracts to the Buyer, to the extent that these have been obtained from the date counterparties to such Contracts prior to the Effective Time; (c) all such Third-Party Consents to vest in the Buyer the full benefit of the auction sale Assets, provided that in the case of the Contracts, this shall only be to the extent such Third-Party Consents have been obtained prior to the Effective Time; (“Payment Due Date”)d) a duly executed copy of the Transitional Services Agreement by Hi-Tec Sports PLC; (e) a duly executed copy of the Global Apparel Agreement by Hi-Tec Sports International Holdings BV; (f) a copy of the Records, insofar as it is in the Purchaser shall deposit with possession of the Solicitors appointed by Sellers; (g) originals or copies of the Assignee simultaneously:Contracts; (h) a duly executed copy of an English law deed of release and reassignment between Hi-Tec Sports UK Limited, Hi-Tec Sports International Holdings B.V. and Hi-Tec Nederland B.V. and Deutsche Bank AG on or before Completion in relation to the release of Encumbrances over the Assets; (i) A sum equivalent a duly executed copy of a Dutch law deed of release and reassignment between Hi-Tec Nederland BV and Deutsche Bank AG on or before Completion in relation to 90% the release of Encumbrances over the successful bid Assets; (“Balance Sum”j) by way in the event that the Assets of Hi-Tec Sports France SAS are not free from all Encumbrances, a French law deed of release and reassignment between Hi-Tec Sports France SAS and any chargee in relation to the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount release of Encumbrances over the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the PurchaserAssets; and ii(k) A a certified 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 doubtresolution, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction dateagreed form, any subsequent claims made thereunder will not be entertained adopted by the Assignee/Bank and board of directors of the same shall be borne by Sellers authoring 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 theretoTransaction. 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, ▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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) Within 120 days from The Supplier must: (i) deliver the Goods by the Completion Date; and/or (ii) complete the Services by the Completion Date, and, in any case, expeditiously and without delay. (b) BRC may, at any time and for any reason it thinks fit, extend the Completion Date. This right is solely for the benefit of BRC and may be exercised in its absolute discretion. (c) BRC may direct the Supplier to deliver the Goods and/or complete the Services on a date of earlier than the auction sale Completion Date (“Payment Due Date”Acceleration), and the Purchaser shall deposit Supplier must comply with that direction at no cost to BRC, unless the Solicitors appointed Supplier can demonstrate that it is not possible to do so. If compliance with such a direction causes the Supplier to incur greater or less costs to that which it would have otherwise incurred if the direction had not been given, the Supplier must (at its own cost), within 7 days of an Acceleration direction, provide to BRC a detailed quotation to complete the Acceleration, supported by measurements or other evidence of cost (Acceleration Proposal). BRC will consider the Acceleration Proposal after its receipt and issue a written direction to the Supplier which either accept or rejects the Acceleration Proposal. If BRC accepts an Acceleration Proposal, the Supplier’s sole claim for the Acceleration is limited to costs expressly set out in the Acceleration Proposal and the Supplier will have no other claim. Any Acceleration by the Assignee simultaneously: i) A sum equivalent Supplier prior 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 receipt by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy Supplier 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 written acceptance to the Assignee being satisfied with Acceleration Proposal from BRC will not affect 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 Price 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 Contractor 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 have 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 theretoclaim. 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. aCompletion shall take place on the fifth (5th) Within 120 days from business day after the date upon which the last of the auction sale Completion Conditions has been satisfied or on such other date as the parties shall agree in writing. DL Digital Family Office (“Payment Due Date”Cayman) agrees that, save for the issuance and allotment of shares to the Company as one of the Completion Conditions, it shall not create, issue or allot additional shares of DL Digital Family Office (Cayman), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: ior issue additional warrants or convertible securities exercisable or convertible into shares of DL Digital Family Office (Cayman) 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 saleSubscription Agreement at the price per share of DL Digital Family Office (Cayman) lower than USD2,700.27 (being the Subscription Price per Share) (as adjusted for any stock splits, stock dividends, reclassifications, reorganisations or other similar transactions of DL Digital Family Office (Cayman)), unless DL Digital Family Office (Cayman) obtains prior consent of Qraft Technologies. In the event that an Qualified IPO has not been consummated on or before the third (3rd) anniversary of Completion (the “Exercise Date”), Qraft Technologies shall have the right (but not obligation) within one month after the Exercise Date, to request DL Digital Family Office (Cayman) to procure its majority shareholder(s) to purchase all of the Subscription Shares at a price at USD1,280,000, payable in the form of cash or other form of consideration as agreed between the parties (the “Put Option”). The right of Qraft Technologies under the Put Option shall be terminated and be of no further force or effect immediately prior to the consummation of a Qualified IPO. Qraft Technologies further agrees that the right of Qraft Technologies under the Put Option shall be suspended and not exercisable from the date on which a sponsor is appointed for an Qualified IPO of DL Digital Family Office (Cayman) (or an Affiliate of DL Digital Family Office (Cayman) then holding all or substantially all the business or assets of DL Digital Family Office (Cayman)) until the day after application of such Qualified IPO is withdrawn or otherwise terminated (for the avoidance of doubt, the Assignee Exercise Date shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by remain unchanged despite the National Land Codesuspension and/ or resumption, 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 propertyright). c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

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

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

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

Completion. 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. 2.3.1 Upon the Completion Date the parties agree that: (a) Within 120 days from the Pensions Deed and the Deed of Appointment shall be executed by LLA and the Concessionaire and all other parties thereto, except (in respect of both of those deeds) for and and except (in respect of the Deed of Appointment only) for , and LLA and the Concessionaire shall each use their respective best endeavours to procure that as soon as practicable after the Completion Date (i) the Pensions Deed shall be executed by the said and and shall then be dated and delivered as a deed; and (ii) the Deed of Appointment shall be executed by the said and shall then be dated and delivered as a deed after delivery of the Pensions Deed; (b) LLA shall grant the Property Lease to the Concessionaire by delivering to the Concessionaire the Property Lease duly executed by LLA and the Council and the Concessionaire shall execute the counterpart of the Property Lease and deliver the same to LLA and the Council and the date to be inserted in the Property Lease as the Term Commencement Date shall be the Completion Date; (c) the Concessionaire shall procure the delivery to LLA of the auction sale first Concession Fee Bond in favour of LLA; (“Payment Due Date”), d) the Purchaser Advance Works Reimbursement shall deposit with the Solicitors appointed be made to LLA by the Assignee simultaneously:EPC Contractor and the Concessionaire shall procure the same upon Completion or within one Business Day of Completion; i(e) A sum equivalent to 90% the transfer of the successful bid Transferred Assets shall be completed in accordance with Schedule 2; (“Balance Sum”f) by way LLA and the Council shall give the Concessionaire vacant possession of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Airport Site subject only to OCBC BANK the Occupational Documents and (MALAYSIAas applicable) BERHAD, The amount the Third Party Rights; (g) the Deed of the cheque shall include outstation clearing charges which Release shall be borne dated and delivered to the Concessionaire having been duly executed by ▇▇▇ and the Council; (h) the Option Agreement shall be dated having been duly executed by the PurchaserCouncil, failing which LLA and the deficiency shall be recoverable from the PurchaserConcessionaire; and ii(i) 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 LLA Account Charge shall be prepared by dated and at the expense of the Purchaser. Where applicable, the Assignee delivered to LLA. 2.3.2 The "Completion Date" 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 date falling five Business Days after the Unconditional Date or such other 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 parties 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 propertyagree in writing. 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.