Common use of Completion Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Completion. a) Within 120 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) 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) 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) 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) 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 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 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 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 or the equivalent in the Sarawak Land Code (Cap.81) in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or and/or Proprietor and / or and/or their solicitors and / or and/or the relevant authorities pertaining to the registration of such transfer of the property. c) “ c. Any arrears of Quit Rent, Assessmentquit rent,assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from payable by the purchase money upon receipt of purchaser absolutely together with the Balance sumSum, provided that and the Assignee/Bank is in receipt of shall be furnished with the itemized billing and receipt for Quit Rentquit rent, Assessment assessment bills , service/maintenance charges, sinking fund (including the late penalty interest (if any) issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any Any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified specific in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee Assignee/Bank nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) e. The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Completion. a) Within 120 days from the date 5.1 Upon compliance with or fulfillment of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with all the conditions if any imposed (otherwise the Assignee may terminate the sale under set out in Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser3.1, but such sale and assignment of the chose in action Completion shall be prepared by and take place at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour offices of the Purchaser from or such other place as the Developer parties shall determine at 4:00 p.m. on the Completion Date when all the acts and requirements set out in this Clause 5 shall be complied with (except that any of such acts and requirements may be waived by the party not in default of its obligations hereunder, PROVIDED THAT such waiver shall not prejudice any of the rights which it or any other party may have under this Agreement). 5.2 At Completion, the Proprietor Vendors and/or the Guarantors shall deliver or procure the delivery to the Purchaser of all the following: (1) copy, certified by a director of the Company as true and complete and that the resolutions therein are subsisting and have not been amended or revoked as at the Completion Date, of the resolutions in such form to the satisfaction of the Purchaser passed by the directors of the Company and its subsidiaries (as appropriate) approving the case may be). The following matters: (i) transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by Sale Interest to the Purchaser at the Purchaser’s expense who undertakes to pay such sums (or its nominee(s)) and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer subject to the relevant requirement under the laws of Macau; (ii) if so required by the Purchaser, accepting the resignation of Chan ▇▇▇▇▇▇ ▇▇▇ Tat as a director of the property.Company and the appointment of such person in his place as the Purchaser may nominate by not less than three Business Days’ notice before Completion; c(2) “ Any arrears valid documentation as required under the relevant laws in Macau for the transfer of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest Sale Interest stipulated in the Agreement; (if any3) which such other documents as may be lawfully due required to any relevant authority or the Developer up give to the date Purchaser good title to the Sale Interest and to enable the Purchaser (or its nominee(s)) to become the registered owner thereof; (4) a duly completed and signed Certificate of successful sale Non-U.S. Shareholder of Global Innovative Systems Inc. in the form attached hereto as Schedule 4; (5) a direction to ▇▇▇▇▇▇ ▇▇▇▇ as trustee by Luminous LED as beneficial owner to terminate the trust and transfer all register and beneficial ownership in the Sale Interest to the Purchaser; (6) a fully executed Escrow Agreement; (7) a certificate issued by each of the subject property shall be deducted from the purchase money upon receipt Guarantors confirming that she/he is not aware of any event which is in breach or inconsistent with any of the Balance sumVendors’ Warranties; 5.3 Against compliance and fulfillment of all acts and the requirements set out in Clause 5.2, provided that the Assignee/Bank is Purchaser shall deliver to the Vendors: (1) payment for the Initial Consideration in receipt the sum of MOP 12,400.00; (2) copy, certified by a director of the itemized billing for Quit RentPurchaser as true and complete, Assessment bills issued of the resolutions in such form to the satisfaction of the Vendors passed by the relevant authority and the Developer’s invoice/statement directors of account from the Purchaser within ninety approving this Agreement and other documents necessary for the purpose of effecting this transaction and authorizing a person or persons to execute the same (90with seal, where appropriate) days from for and on its behalf; (3) copy, certified by a director of GIS as true and complete, of the date resolutions authorizing the issue and allotment of sale. For avoidance the Consideration Shares in accordance with the provisions of doubt, in Clause 4 and enter the event such invoices and/or itemized ▇name of ▇▇▇▇▇▇▇ are not submitted within the stipulated ninety ▇▇▇▇ (90or his nominee(s)) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne as holder thereof on its register of members; (4) a fully executed Escrow Agreement; and (3) a certificate issued by the Purchaser solely. All confirming that it is not aware of any event which is in breach or inconsistent with any of the Purchaser Warranties 5.4 In the event that the Vendors shall fail to do anything required to be done by them under Clauses 5.2, without prejudice to any other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to right or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property remedy available to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform , the Purchaser may: (1) defer Completion to a day not more than twenty-one (21) Business Days after the Completion Date (and so that provisions of this Clause 5.4(1) shall apply to Completion as so deferred); or (2) proceed to Completion so far as practicable but without prejudice to the Purchaser’s right to the extent that the Vendors shall not have complied with its obligations hereunder; or (3) rescind this Agreement (other than Clauses 13, 17, 20 and 22 which shall continue to have full force and effect) in which case none of the parties hereto shall have any claim of any such matters whether known nature whatsoever against any of the other parties under this Agreement (save for any rights and liabilities of the parties which have accrued prior to them or not and rescission). 5.5 In the event that the Purchaser shall raise no enquiryfail to do anything required to be done by them under Clauses 5.3, requisition without prejudice to any other right or objection thereon or thereto. e) The stamp duty and registration fee for remedy available to the MemorandumVendors, the Assignment Vendors may: (1) defer Completion to a day not more than twenty-one (21) Business Days after the Completion Date (and subsequent transfer (as the case may beso that provisions of this Clause 5.5(1) shall be borne apply to Completion as so deferred); or (2) proceed to Completion so far as practicable but without prejudice to the Vendors’ right to the extent that the Purchaser shall not have complied with its obligations hereunder; or (3) rescind this Agreement (other than Clauses 13, 17, 20 and paid by 22 which shall continue to have full force and effect) in which case none of the Purchaserparties hereto shall have any claim of any nature whatsoever against any of the other parties under this Agreement (save for any rights and liabilities of the parties which have accrued prior to rescission).

Completion. a) Within 120 days from the date 11.1 Completion of the auction sale (“Payment Due Date”), the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% and purchase of the successful bid Business Assets shall take place at 3.00 p.m. (“Balance Sum”London time) by way on the Completion Date at the offices of the bank draft or cashierSeller’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and Solicitors at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇ ▇▇▇▇▇▇▇ are not submitted within ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇. 11.2 At Completion, the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank Seller and the same Purchaser shall be borne by do, or procure the Purchaser solely. All other charges as at carrying out of, those things respectively listed in respect of them in Schedule 4 (and for the date purposes of auction sale not specified this Clause 11.2, the Business Assets referred to in Clause 7(c) (including but not limited 15.1 and the Business Contracts and Shared Business Contracts referred to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and Clause 17.5 shall be deemed to purchase in all respects subject thereto have been acquired by the Purchaser (where applicable, on behalf of the relevant Designated Purchaser) for the purposes of determining whether or not he makes any enquiry and neither the Assignee nor the Auctioneer Seller has complied with its obligations pursuant to Schedule 4). 11.3 The Initial Cash Consideration shall be required payable by or bound to inform on behalf of the Purchaser in immediately available funds in Dollars at Completion as referred to in paragraph 1.2(B) of any such matters whether known to them or not and Schedule 4. 11.4 Receipt of funds in accordance with Clause 11.3 shall constitute a good discharge of the Purchaser shall raise no enquiryin respect of the payment of the Initial Cash Consideration but not, requisition for the avoidance of doubt, in respect of the Purchaser’s other obligations under Clause 8 or objection thereon or theretoClause 11.2. e) 11.5 The stamp duty and registration fee for Purchaser shall not be obliged to complete the Memorandumpurchase of the Business Assets unless the Seller complies with all of its obligations under Clause 11.2. 11.6 The Seller shall not be obliged to complete the sale of the Business Assets unless the Purchaser complies with all of its obligations under Clause 11.2 11.7 If the respective obligations of the Seller and/or the Purchaser under Clause 11.2 are not complied with on the Completion Date, the Assignment party which has complied with its obligations under Clause 11.2 may: (A) defer Completion by a period of not more than twenty-eight (28) days (so that the provisions of this Clause 11 shall apply to Completion as so deferred); (B) waive all or any of the requirements contained or referred to in Clause 11.2 at its discretion and subsequent transfer proceed to Completion so far as practicable (as the case may bewithout limiting its rights under this Agreement and/or applicable Laws); or (C) shall be borne and paid by the Purchaserterminate this Agreement, without liability on its part.

Completion. a) Within 120 days from 7.1 Subject to the date due satisfaction or waiver of the auction sale (“Payment Due Date”), condition contained in clause 2.1 and the Purchaser not having elected to rescind this Agreement pursuant to the provisions of clauses 3.1 or 6 and the provisions of this clause, Completion shall deposit with take place at 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 Completion Date or at such other place and/or on such other date as may be agreed between the parties. 7.2 On Completion the Purchaser will procure that the Seller and the Transferring Shareholder are released and discharged absolutely from their obligations, if necessarycovenants and undertakings to The Royal Bank of Scotland plc and the Purchaser under the Principal Deed and First Amendment Deed pursuant to the terms of the Deed of Release with effect from Completion and will indemnify and keep the Seller and the Transferring Shareholder indemnified from any obligations, covenants and undertakings under the Principal Deed and First Amendment Deed with effect from Completion. 7.3 On Completion the Seller shall, subject firstly to compliance by the Assignee being satisfied with the conditions if any imposed Purchaser of its obligations under this Agreement (otherwise the Assignee may terminate the sale including specifically, its obligations under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable clause 7.2), cause to the Assignee) and deliver up the Related Documents be delivered to the Purchaser, but such sale and assignment : (a) duly executed transfers of the chose in action shall be prepared by Autocar Shares 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 Ansa Shares by the National Land Code, 1965 registered holders thereof in favour of the Purchaser (or as it may direct), together with the share certificate relating to such shares; (b) a certified copy of the minutes of the board of directors of the Seller authorising the execution by the Seller of this Agreement and any associated documents required to complete and fulfil the transactions contemplated by this Agreement; (c) written resignations (with effect from Completion) of each director appointed by the Developer Transferring Shareholder to each of Ansa and Autocar, resigning from their respective offices and employments with each of Ansa and Autocar, in each case executed as deeds in the agreed terms; and (d) irrevocable powers of attorney in the agreed form executed by each of the holders of the Ansa Shares and Autocar Shares in favour of the Purchaser appointing the Purchaser to be its lawful attorney in respect of the Target Shares. 7.4 On Completion, the Purchaser shall cause to be delivered to the Seller a certified copy of the minutes of the board of directors of the Purchaser, authorising the execution by the Purchaser of this Agreement and any associated documents required to complete and fulfil the transactions contemplated by this Agreement. 7.5 On Completion the Seller and the Purchaser shall cause a Board Meeting of Ansa and Autocar to be duly convened and held at which: (a) the said transfers of the Ansa Shares and Autocar Shares shall be approved for registration (subject only to the transfers being duly stamped at the cost of the Purchaser); and (b) acceptance of the resignations of each director or officer appointed by the Proprietor (as Transferring Shareholder to each Target Company. 7.6 On Completion the case may be). The parties shall co-operate with the execution of a notarial deed of 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 Target Shares 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, VLC in the event such invoices and/or itemized ▇▇▇▇▇agreed form, executed before Mr P H N Quist or any other duly appointed civil notary in Amsterdam, ▇▇▇ are not submitted within ▇etherlands. 7.7 On Completion the stipulated ninety (90) days from the auction datePurchaser shall, any subsequent claims made thereunder will not be entertained subject to compliance by the Assignee/Bank Seller with its obligations under this Agreement, pay the sum of US$20,560,001 (in immediately available cleared funds) into the Seller's Solicitors client account in full satisfaction of the consideration payable to the Seller for the Target Shares and the same receipt by the Seller's Solicitors of such sum shall be borne by a full discharge to the Purchaser solely. All other charges of its obligations to pay the consideration thereunder. 7.8 At Completion, the obligations of the parties under the Tax Covenant shall take effect. (a) Other than in respect of any rights arising under or in connection with this Agreement or under the Confidentiality Agreement or any of the agreed form documents: (i) the Seller (on behalf of itself and all members of the Allied Group) undertakes to the Purchaser (for itself and on behalf of the AutoLogic Group) that as at the date hereof neither it nor any member 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 the Allied Group has any Claims against any member of the AutoLogic Group and to the Developer and/or extent that there are any such Claims as at the date hereof, the Seller (on behalf of itself and all members of the Allied Group) hereby waives all such Claims; and (ii) the Purchaser (on behalf of itself and all members of the AutoLogic Group) undertakes to the Seller (for itself and on behalf of the Allied Group) that as at the date hereof neither it nor any member of the AutoLogic Group has any claims against any member of the Allied Group and to the extent there are any such Claims as at Completion, the Purchaser (on behalf of itself and all members of the AutoLogic Group) hereby waives all such Claims. (b) Without prejudice to clause 11, to the extent that there are any Assets owned or controlled by the Seller or any member of the Allied Group after Completion, then the Seller will execute and deliver or will procure the execution and delivery of all such deeds of transfer (for nominal consideration) and releases in favour of the Target Companies as the Purchaser may reasonably require. (c) The Seller undertakes that it will not and procure that no member of the Allied Group will make any claim after Completion against the Purchaser or the Target Companies in respect of any intellectual property or intellectual property rights owned or controlled by the Seller or any member of the Allied Group which were used in the businesses of any of the Target Companies prior to Completion. 7.10 The Seller (for itself and on behalf of each member of the Allied Group) acknowledges receipt of the Pre-Sale Dividend and agrees that none of the Target Companies shall have any liability whatsoever to the Seller or any member of the Allied Group in relation to any further payments in respect of the Pre-Sale Dividend. 7.11 The Purchaser acknowledges with effect from the Effective Acquisition Date, that no member of the Allied Group shall have any obligation or liability in respect of any obligation of or relating to any Target Company in relation to the following: (a) to Ford Motor Company for restructuring costs; (b) any capital expenditure to be incurred by the Target Companies; (c) any requirement to fund management incentive arrangements to any employees or consultants of the Target Companies; and (d) any obligation to fund trading losses of any Target Companies. 7.12 Notwithstanding any other authority/partiesprovision of this Agreement, (a) it is acknowledged by the parties to this Agreement that the VLC Shares to be transferred to the Purchaser pursuant to this Agreement are subject to pre-emption provisions contained in VLC's articles of association; (b) if waivers of pre-emption or consents to the transfer of all of the VLC Shares to the Purchaser from each of the current shareholders of VLC (other than the Purchaser) are not obtained on or before the Completion Date, then the Seller will procure the issue of an effective transfer notice in accordance with the provisions of the articles of association of VLC by the Transferring Shareholder in respect of the VLC Shares on or before Completion and the Seller undertakes that it shall not be borne withdraw or amend such transfer notice once it has been given; (c) the Purchaser shall purchase at the earliest time permitted by the Assignee/Bank. The articles of association of VLC that number of shares in VLC which it is entitled so to purchase in accordance with the VLC articles of association; (d) following the completion of any pre-emption offers pursuant to VLC's articles of association the Seller will sell to the Purchaser shall bear and pay all fees and expenses including but the Purchaser will purchase any remaining VLC shares not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or taken up by other existing shareholders of VLC pursuant to the Assignment pre-emption offers and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property consideration paid pursuant to the Purchaser dclause 4.1(c) 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 include the consideration for any enquiry and neither VLC shares purchased pursuant to this clause; (e) the Assignee nor Purchaser agrees that the Auctioneer Seller shall be required under no obligation to transfer to it any of the VLC Shares, which are transferred to any of VLC's other existing shareholders on acceptance of the pre-emption offers pursuant to the pre-emption provisions in VLC's articles of association; (f) to the extent that any VLC shares are transferred to any other shareholder in VLC in accordance with the foregoing provisions of this Clause, the Purchaser shall have no claim against the Seller or bound any member of the Allied Group in respect of such VLC Shares or the failure of the Seller to inform procure the transfer thereof to the Purchaser; (g) the Purchaser acknowledges that if waivers of pre-emption rights or consents to the transfer of the VLC Shares to the Purchaser from each of the current shareholders of VLC are not obtained on or before the Completion Date, it shall remain obliged to complete the purchase of the Ansa Shares and Autocar Shares in accordance with this Agreement and shall not be entitled to rescind this Agreement without any liability of any kind on its part; and (h) the Seller undertakes to the Purchaser that in any event it will procure the transfer to the Purchaser of any such matters whether known to them not less than 14,745 ordinary shares in VLC on or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretobefore 26 March 2001. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

Completion. a) Within 120 days from 8.1 Completion shall take place on the date Completion Date at the offices of the auction sale (“Payment Due Date”)Sellers’ Solicitors in London, Brussels or at such other venue as may be agreed in writing between the Sellers’ Representative and the Purchaser. 8.2 At Completion the Sellers shall do or procure those things listed in Part A of Schedule 3, the Key Employees shall do those things listed in Part B of Schedule 3, the Warrantholders holding Warrants not previously exercised shall do those things listed in Part C of Schedule 3 and the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously:do those things listed in Part D of Schedule 3. i) A sum equivalent to 90% of the successful bid (“Balance Sum”) by way of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour 8.3 None of the Purchaser, if necessary, subject firstly the Sellers or the Company shall be obliged to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate complete the sale under Clause 9) Then and purchase of any of the Assignee will execute an assignment (in form and substance acceptable to Sale Shares unless the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment purchase of all of the chose in action shall be prepared by and at Sale Shares is completed simultaneously. 8.4 If the expense respective obligations of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for Sellers and/or the Purchaser to assume all liabilities under sub-clause 8.2 and obligations pertaining to Schedule 3 are not complied with on the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of Completion Date the Purchaser from the Developer or the Proprietor (or, as the case may be, the Sellers’ Representative may: (a) defer Completion (so that the provisions of this Clause 8 shall apply to Completion as so deferred). The transfer of ; (b) proceed to Completion as far as practicable (without limiting their respective rights under this Agreement); or (c) in the Property from event that Completion has not occurred by the Developer or Proprietor (as End Date, terminate this Agreement by notice in writing to the Purchaser, in the case may be) shall be procured and prepared of notice by the Purchaser at Sellers’ Representative, or to the Sellers’ Representative and the Company, in the case of notice by the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank reason Completion has not occurred by the End Date is not attributable to any act or omission by the Purchaser, in receipt the case of notice by the Purchaser, or by any Seller, in the case of notice by the Sellers’ Representative. 8.5 If this Agreement is terminated in accordance with Clause 22 and without limiting any party’s right to claim damages, all obligations of the itemized billing for Quit RentSellers, Assessment bills issued by the relevant authority Company and the Developer’s invoice/statement of account from Purchaser under this Agreement shall end (except for the Purchaser within ninety Surviving Provisions) but (90) days from for the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and related rights which have accrued before termination shall be deemed continue to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or theretoexist. e) 8.6 The stamp duty Tax Covenant shall come into full force and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchasereffect at Completion.

Completion. a) Within 120 days from SUBJECT to the date provisions of this Agreement Completion shall take place at 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, if necessary, subject firstly 's Solicitors immediately following exchange of this Agreement when and where:- 4.1 the Vendors will deliver or procure the delivery (where appropriate as agent for the Company) to the Assignee being satisfied with the conditions if any imposed Purchaser of:- (otherwise the Assignee may terminate the sale under Clause 9a) 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 duly executed transfers 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 Sale Shares in favour of the Purchaser from or its nominees together with the Developer or the Proprietor (as the case may be). The transfer relevant share certificates and any power of attorney under which any such transfers are executed on behalf of any of the Property from the Developer or Proprietor Vendors; (as the case may beb) 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 letters 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, resignation in the event such invoices and/or itemized Agreed Form executed as a Deed from ▇ ▇ ▇▇▇▇▇▇, N E V Martensson, P E N Martensson, P A ▇▇▇▇▇▇ and S Acland as Directors incorporating in each case an acknowledgement that he has no claim whatsoever against the Company; (c) acknowledgements in the Agreed Form executed as a Deed by each of the Vendors confirming that they have no claim against the Company on any account whatsoever and that there are no arrangements outstanding under which the Company has or could have any obligation to them other than in relation to those Vendors who are continuing in office in respect of any ongoing obligations in relation to that office; (d) powers of attorney in the Agreed Form executed by each of the Vendors in favour of the Purchaser empowering the Purchaser to exercise the Vendors' rights as shareholders of the Company during the period prior to the stamping and registration of the transfers referred to in paragraph (a) above; (e) the duly executed Cancellation Agreements; (f) the Disclosure Letter duly executed by the Warrantors. 4.2 the Vendors will deliver to the Purchaser as agents for the Company or otherwise make available at the Company's registered office all papers documents records and accounts belonging to or in the possession or under the control of the Company including:- (a) the statutory and minute books of the Company duly made up-to-date and the common seal and certificate of incorporation thereof together with up-to-date prints of the memorandum and articles of association and the share certificate book together with all unissued or cancelled share certificates of the Company; (b) all books of account or reference as to customers and other records and all insurance policies in any way relating to or concerning the business of the Company; (c) all deeds and documents of title to all assets and properties including the Property of the Company; (d) the bank cheque books and paying-in books of the Company and current statements of all its bank accounts all fuel agency cards and other credit cards issued to any Vendors in their capacity as Directors or Employees of the Company who are not submitted within the stipulated ninety continuing in such capacity after Completion; (90e) days from the auction dateall employment and PAYE records, VAT records and service agreements or hire purchase leasing or other agreements of any subsequent claims made thereunder will not be entertained kind entered into by the Assignee/Bank Company. (f) certified copies of board resolutions of the Company in the Agreed Form (i) regarding the acceptance of the resignation from office of those persons referred to in clause 4.1.(b) above; (ii) approving (subject only to proper stamping) the transfers of the Sale Shares; (iii) approving the registration of the Purchaser or its nominees as members of the Company subject to the production of duly stamped and completed stock transfer forms; (iv) amending all relevant bank mandates in accordance with the Purchaser's instructions; 4.3 Subject to the above the Purchaser will:- (a) procure the delivery by way of telegraphic transfer to the Vendors' Solicitors for the account of the Vendors of the aggregate amount of the Cash Consideration (the Vendors' Solicitors are authorised by the Vendors to receive payment of the Cash Consideration on the Vendors' behalf and the same receipt by the Vendors' Solicitors 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 a good 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 sufficient discharge to the Purchaser); and d(b) The Purchaser is responsible allot and issue the Consideration Shares in accordance with clause 3.1(b) and appropriate share certificates to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed relevant Vendors; and (c) deliver to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor relevant Optionholders option certificates for the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known options granted to them or not as referred to in the Cancellation Agreements and procure the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee delivery by way of telegraphic transfer to the Vendors' Solicitors for the Memorandum, account of the Assignment and subsequent transfer Vendors of the aggregate amount of the cash entitlement (as net of tax) of the case may be) shall be borne and paid by the PurchaserOptionholders.

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

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

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

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

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

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

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

Completion. (1) Completion shall take place on the later of 31st December, 1997 and the tenth Business Day following the satisfaction or, with the agreement of all the parties, waiver of the conditions precedent set out in clause 5 (other than conditions with respect to actions the respective parties will take at Completion itself) or such other date as the parties hereto may mutually determine (the "Completion Date"). (2) Completion shall take place at the offices of the Seller's Solicitors on the Completion Date, at which time: (a) Within 120 days from each party shall provide to the date of other evidence in a form reasonably satisfactory to the auction sale other that it (“Payment Due Date”and each Affiliate entering into an Implementation Agreement) has all necessary corporate approvals and its signatories have the necessary authority to enter into this agreement and the other agreements referred to herein; (b) the Seller shall execute and deliver to the Purchaser the Property Documents in the Agreed Form; (c) the Seller shall execute and deliver the Completion Certificate as described in clause 5(11); (d) each party shall (or shall procure that its relevant Affiliates) duly execute, deliver and, to the extent applicable, complete the Implementation Agreements; (e) the Purchaser shall deposit pay to the Seller the sum of (Pounds)200,000,000 in respect of the Consideration by telegraphic transfer to such account as the Seller may specify; (f) the Seller shall let the Purchaser into possession of the Assets and occupation of the Properties; (g) the Seller shall make available at the Properties the Records and other documents relating exclusively to the operation of the Business (the "Business Records") to the Purchaser (but delivery at the place where the Records are currently kept shall be a sufficient discharge of this obligation provided that such place is included with the Solicitors appointed by Properties); (h) the Assignee simultaneously:Seller shall execute and deliver the Disclosure Letter (as amended pursuant to clause 5) which the Purchaser shall acknowledge and return the duly executed copy; (i) A sum equivalent to 90% the Seller shall deliver the Intellectual Property Consent; (j) the Seller or the relevant member of the successful bid (“Balance Sum”) by way Seller's Group shall, in respect of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Business Intellectual Property, execute and deliver to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges which shall be borne by Purchaser the Purchaser, failing which Intellectual Property Assignment in the deficiency shall be recoverable from the PurchaserAgreed Form; and ii(k) A copy the parties shall procure the execution and delivery by their respective Affiliates of the requisite consents Ammonium Nitrate Hedging Agreement, the Put Agreement and the related Guarantee (the "Hedging Agreements") each in the Agreed Form and, if the Seller so requires, corporate resolutions, approvals and legal opinions in a form satisfactory to the Seller in respect of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the PurchaserHedging Agreements. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by the Purchaser at the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇▇▇▇▇ are not submitted within the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.

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

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

Completion. 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. 8.1 Completion of the transaction hereunder shall take place at Party A’s office on the Completion Date (or other date and/or place agreed by the Parties). 8.2 Upon the completion, Party C shall (and Party B shall cause Party C to): (1) deliver the following documents and objects to Party A with regard to Whole Win: (a) Within 120 days from Certificate of Good Standing and Certificate of Incumbency of Whole Win; (b) the date originals of the auction sale shares regarding the entire issued shares of Whole Win and share transfer (“Payment Due Date”), Party A (or its agent) as the Purchaser shall deposit with transferee) documents duly executed by the Solicitors transferor; (c) the board resolution of Whole Win which (aa) approves the transfer of the entire issued shares from Party C to Party A and Party A’s (or its agent) registration in the shareholders name list of Whole Win which clarifies Party A’s acting as a shareholder of Whole Win; (bb) assumes the persons appointed by Party A as directors and corporate secretary of Whole Win; (cc) passes the Assignee simultaneously: i) A sum equivalent to 90% resignation of the successful bid original directors, corporate secretary and auditors of Whole Win; (“Balance Sum”dd) by way passes the alteration of registration for the offices (if necessary); and (ee) passes the replacement of the bank draft or cashier’s order crossed “A/person whose signature is effective in banks (if necessary); (d) the board of directors and shareholders of Party C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount shall pass the terms and condition of the cheque shall include outstation clearing charges which shall be borne master agreement and execute the relevant document regarding the share transfer; (e) all power of attorney, waiver, consent, board resolution, resolution of shareholders and other documents required by completion of the Purchasershare transfer and making Party A (or its agent) registered holder of the entire issued shares of Whole win; (f) all the incorporation documents, failing which legal documents and books, accounting books, name lists and records, registration certificate, corporate seals, stamps, stock books, depository certificates, check books, monthly settlement bills and all the deficiency shall be recoverable from the Purchaserrelevant materials of Whole Win; and ii(2) cause the persons appointed by Party A copy to be assumed directors and corporate secretary of Whole Win and after such assumption, cause the original directors and corporate secretary of Whole Win to resign without compensation and confirm in writing there shall be no claim of any nature against Whole Win. (3) deliver the following documents and objects with regard to the New Company: (a) the original approvals and certificates of approval of the requisite consents New Company; (b) original business license of the Developer, Proprietor New Company; (c) original licenses for special business operation (if applicable); (d) corporate seal and / or State Authorities or relevant bodies approving the sale in favour all other seals; and (e) resignation letters of the Purchaseroriginal directors of the New Company (stating that they would not claim for any compensation or liabilities against the New Company and Whole Win), letters issued by Whole Win for canceling the appointment of the original directors and documents appointing the persons validly designated by Party A the new directors of the New Company. (4) deliver to Party A the Beijing License for Value-added Telecommunication Business regarding information service business of mobile net and the License for Cross-region Value-added Telecommunication Business issued by the Ministry of Information Industry which Startone has obtained. (5) Any documents listed in the checklist requested by Party A and its directly or indirectly held companies (if necessary, subject firstly to the Assignee being satisfied applicable) in accordance with the conditions if any imposed requirements of HKSE, Hong Kong Securities and Futures Commission, Hong Kong Corporate Registry, NASDAQ and other relevant legal rules. (otherwise 6) deliver to Party A the Assignee may terminate Relevant Contracts duly executed among the sale under Clause 9New Company, Startone, Party B and Party C. (7) Then alter the Assignee will execute an assignment (authorized executor and signing instructions in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment all bank accounts of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicableWhole Win, the Assignee New Company and Startone as required by Party A and present the corresponding evidence. 8.3 If Party B or Party C fails to complete all the matters set forth in Article 8.2 hereof, Party A shall be entitled to have a sufficient covenant choose: (1) postponing the Completion (this Article 8.3 shall still prevail in such case); (2) conducting the Completion under the circumstances practicable (without prejudice to any rights of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the propertyParty A hereunder); or (3) revoking this Agreement. The Assignee This Article 8.3 shall not be required to assign the property to affect any person other than the Purchaserrights of Party A hereunder. 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. 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. a) Within 120 days from the date 3.1 Completion of the auction sale and purchase referred to in clause 2 shall take place in the offices of the Buyer's Solicitors immediately upon execution of this agreement (the “Payment Due Completion Date”). 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) BERHADall legal and beneficial right, 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 title 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 interest in the assignment Completion Sale Shares and the full legal right, title and interest in order for the Purchaser Put and Call Shares, free from all Encumbrances and together with all rights and advantages attaching or accruing to assume them now or in the future including without limitation the right to receive all liabilities dividends, distributions 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 return of title capital declared, paid, created or strata title for the property has been issued whether before, arising on or after the date Completion Date shall pass to the Buyer. 3.2 At Completion, each of the auction saleSellers shall comply with its obligations as set out in Schedule 3. 3.3 At Completion, 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 each of the Purchaser from the Developer or the Proprietor (as the case may be). The transfer Sellers shall procure the: 3.3.1 discharge 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 all sums and comply with the conditions owing (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration Company (whether then due for payment or not) by any member of its Seller’s Group, any Directors or any Connected Person; 3.3.2 release of the Company from all securities, guarantees, indemnities, undertakings, obligations or liabilities (including contingent liabilities) of any nature given by or binding upon the Company in relation to any debt, obligation or liability (including any contingent liability) of any member of its Seller’s Group. Pending release, each of the Sellers shall indemnify and keep indemnified the Buyer as trustee for itself and the Company from and against any cost, claim, loss, liability, demand, damage or expense of any nature at any time suffered or incurred by it arising out of or in connection with any such securities, guarantees, indemnities, undertakings, obligations or liabilities; and 3.3.3 waiver of any claims against the Company, its agents and/or Employees which any member of its Seller’s Group or any Connected Person of such transfer Seller may have outstanding at Completion (except in respect of the property. c(i) “ Any arrears of Quit Rentfees, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully salaries and expenses due to such Seller in the ordinary course of business prior to Completion and (ii) any relevant authority or monies due under the Developer up Property NUIG Licence, in each case 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 extent they are specified and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, included 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 theretoCompletion Accounts when finalised post 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 satisfaction of all the date Conditions in full (save for any Condition the full compliance or satisfaction 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 has been waived by the Purchaser) and the Purchaser’s rights under this Agreement, failing which Completion shall take place on the deficiency Completion Date at such place and time as shall be recoverable from mutually agreed by the Purchaser; and ii) A copy parties hereto (time being of the requisite consents essence) when all (but not part only) of the Developer, Proprietor following businesses shall be transacted:- (i) the Vendor shall deliver to the Purchaser or his nominee: (a) instruments of transfer and / or State Authorities or relevant bodies approving the sale sold notes in favour respect 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, Sale Share duly executed 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 behalf in favour of the Purchaser from the Developer (or the Proprietor (as the case may beits nominee(s). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared accompanied by the Purchaser at relevant certificate for the Purchaser’s expense who undertakes to pay such sums and comply with the conditions Sale Share; (b) certified true copies of any powers of attorney or other authorities (if any) imposed under which the instruments of transfer and bought and sold notes in respect of the Sale Share have been executed; (c) such other documents, if any, as may reasonably be required to give to the Purchaser and/or his nominee(s) good title to the Sale Share and to enable the Purchaser and/or his nominee(s) to become the registered holder(s) thereof; (d) business licence, minutes, books, other statutory books and records, constitutive documents, common seal and company chops of the Company, all accounts books and all documents and papers in connection with its affairs and all documents of title to its assets in so far as not already delivered to the Purchaser, including without limitation, all returns and correspondences of the Company with the relevant government departments; (e) such other documents as may be reasonably requested by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining Purchaser in order to complete the registration transaction contemplated by this Agreement. (f) duly signed minutes of such board meeting of the Company at which the transfer of the propertySale Share to the Purchaser be approved and any director be authorized to register the Purchaser as a member of the Company and to issue share certificate evidencing the same; (g) duly signed minutes of board meeting of the Company at which this Agreement and the transactions contemplated thereunder be approved; (ii) the Vendor’s Parent shall deliver to the Purchaser or his nominee: (a) duly signed minutes of the board meeting of the Vendor’s Parent at which this Agreement and the transactions contemplated thereunder be approved; and (b) duly signed shareholder resolution of the Vendor’s Parent at which this Agreement and the transactions contemplated thereunder be approved. c(B) “ Any arrears The Purchaser shall not be obliged to complete this Agreement or perform any obligations hereunder unless the Vendor complies fully with the requirements of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) Clause 6(A). Without prejudice to any other remedies which may be lawfully due to any relevant authority or the Developer up available to the Purchaser hereunder, if any provision of this Clause 6 is not complied with by the Vendor on the Completion Date, the Purchaser may:- (i) defer Completion to a date falling not more than 28 days after the original Completion Date (and the provisions of successful sale this Clause 6 shall apply to the deferred Completion) provided that, time shall be of the subject property shall be deducted essence as regards the deferred Completion and if Completion is not effected on such deferred date, the Purchaser may rescind this Agreement and claim damages 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 Vendor; or (90ii) 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 proceed to Completion so far as practicable (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 without prejudice to the Purchaser d’s rights hereunder) 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 (insofar as the case may beVendor shall not have complied with its obligations hereunder; or (iii) shall be borne and paid treat this Agreement as terminated for breach by the PurchaserVendor of a condition of this Agreement.

Completion. 7.1 Completion shall take place on the Completion Date at the offices of the Seller’s Solicitors (or any other location outside the UK agreed upon by the Seller and the Buyers). 7.2 The Completion Date shall mean: (a) Within 120 days from the last day of the calendar month in which the Conditions are all satisfied or waived; or (b) any other date agreed in writing by the Seller and the Buyers; or (c) if Completion is deferred in accordance with Clause 7.6, the date of the auction sale (“Payment Due Date”)to which it is deferred. 7.3 At Completion, the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneouslySeller shall: i(a) A sum equivalent do all those things required of it pursuant to 90% Part 2 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 PurchaserSchedule 4; and ii(b) A take all steps necessary to enable the Anglo Debt to be paid out of the Initial Consideration or otherwise than from the funds of the Group Companies and to enable the Anglo Charges and any Encumbrances in respect of the Shares to be released. 7.4 Immediately following satisfaction of the Seller’s obligations pursuant to Clause 7.3, the Buyers shall procure the delivery of: (a) the payments required pursuant to Clause 3; (b) a certified copy of the requisite consents each of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour respective resolutions of the Purchaserboard of Directors of the Irish Buyer authorising the purchase of the Irish Shares and of the UK Buyer authorising the purchase of the UK Shares, if necessaryto the Seller and of the Guarantor authorising the entering into the guarantee and indemnity set out in Clause 28. 7.5 The Seller hereby confirms that the Seller’s Solicitors are irrevocably authorised by the Seller to receive payment of the Initial Consideration and any payment due to the Seller pursuant to Clause 5 on the Seller’s behalf and the payment to the Seller’s Solicitor of the Initial Consideration in accordance with Clause 4.3 or any payment pursuant to Clause 5.13 to the Seller’s Solicitor, 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 Purchaser11, 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 discharge for the Purchaser to assume all liabilities Buyers of their obligations under Clauses 7.4 and obligations pertaining to 5.13 respectively and the property. The Assignee Buyer shall not be required concerned to assign see to the property to any person other than the Purchaser. b) If the separate document of title application thereof or strata title be responsible for the property has been issued whether beforeloss or misapplication of such sum. The Buyers hereby confirm that the Buyers’ Solicitors are irrevocably authorised by the Buyers to receive any payment due to the Buyers pursuant to Clause 5 on the Buyers’ behalf and the payment to the Buyers’ Solicitor of any payment pursuant to Clause 5.13 or Clause 8, on or after subject to Clause 11, shall be a sufficient discharge for the date Seller of its obligations under Clauses 5.13 and 8 respectively and the auction sale, the Assignee Seller shall not be required concerned to register its charge(s) nor see to procure a transfer the application thereof or be responsible for the loss or misapplication of such sum. 7.6 If in Form 14A as prescribed any respect the provisions of Clause 7.3 are not complied with by the National Land CodeSeller or if the provisions of Clause 7.4 are not complied with by the Buyers, 1965 in favour of the Purchaser from the Developer Buyers or the Proprietor (Seller, as the case may be). The transfer , may, without prejudice to any other rights or remedies they have, including for the avoidance of doubt without prejudice to the rights the Buyers may have pursuant to Clause 18.2: (a) proceed to Completion as far as is practicable; or (b) defer Completion to a date falling on the last day of the Property from calendar month after the Developer or Proprietor date on which Completion would otherwise have taken place (as and so that the case may beprovisions of this Clause 7.6 shall apply to Completion so deferred); or (c) rescind this Agreement by notice in writing to the other parties. 7.7 Any right of rescission conferred upon a party under this Agreement shall be procured in addition to and prepared without prejudice to all other rights and remedies available to such party and no exercise or failure to exercise such right shall constitute a waiver by the Purchaser at party of any such right or remedy. 7.8 The Seller declares that so long as it remains 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 registered holder of such transfer any of the property.Shares after Completion, it will: c(a) “ Any arrears hold those Shares and all dividends and other distributions in respect of Quit Rentthem, 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 rights arising out of or in connection with them, in trust for effecting the transfer or assigning the beneficial ownership in the property to the PurchaserBuyer; and d(b) The Purchaser is responsible to make his own enquiries at all times deal with and dispose of those Shares, and all liabilities such dividends, distributions and encumbrances affecting the property and shall be deemed rights attaching 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 enquirythem, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case Buyer may be) shall be borne and paid by the Purchaserdirect on a timely basis.

Completion. a) Within 120 days from 4.1 Completion shall take place immediately after signing this Agreement at the date offices 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% Buyer's Solicitors. At Completion each of the successful bid (“Balance Sum”) parties shall fulfil the obligations imposed upon it by way of Schedule 6. To the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable extent that the parties do not fulfil the obligations set out in Schedule 6 on Completion they shall use their best endeavours to OCBC BANK (MALAYSIA) BERHAD, do so as soon as practicable following Completion. 4.2 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 Buyer shall not be required obliged to assign complete this Agreement unless each Seller complies fully with the property requirements of Schedule 6 so far as they relate to any person other than the Purchaser. b) If the separate document of title or strata title Seller in question and, 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) Buyer shall not be borne obliged to complete this Agreement unless the purchase of all the Shares is completed simultaneously in accordance with this Agreement. 4.3 The Sellers shall not be obliged to sell their Shares to the Buyer unless the Buyer fulfils its material obligations pursuant to Schedule 6. 4.4 The Sellers shall (and shall procure that all other necessary parties shall) on, and at all times after, Completion execute and do all such deeds, documents, acts and things as the Buyer shall reasonably require at or after Completion for assigning to or vesting in the Buyer or its nominees the full beneficial ownership of, and legal title to, the Shares, and for giving full effect to this Agreement. 4.5 The Sellers shall procure that prior to Completion: 4.5.1 all amounts owing (whether due for payment of not) to the Group by any of the Sellers or any of the officers of the Company or the Sellers or any Associate of the Sellers or such officers or any of them respectively shall have been paid or repaid provided that, without prejudice to the foregoing, to the extent that any such amounts owing have not been paid, these shall continue to be due and payable on demand on and after Completion; 4.5.2 guarantees, indemnities, mortgages, sureties or security arrangements of any kind given by or binding on the Group (including any assets of the Group) in respect of any liabilities or obligations (actual or contingent) of any of the Sellers or any of such officers or any such Associate shall have been fully and effectively released without any provision or consideration for such release by the Assignee/Bank. The Purchaser Group; and 4.5.3 the Group shall bear and pay all fees and expenses including but not limited to all legal feesbe released, stamp duty and registration fees in connection with, incidental to without payment by or pursuant other cost to the Assignment Group, from all debts and obligations of any kind owed or outstanding to and from all guarantees, indemnities, mortgages and surety and security arrangements of any kind given by the Group in favour of, and all other documents necessary for effecting rights of subrogation arising against any of the transfer Group from, any of the Sellers 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 any such officers or any such Associate; and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry indemnify and neither keep 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 Buyer indemnified (as trustee for itself and on behalf of the case may beGroup Companies) shall be borne from and paid by the Purchaseragainst any failure so to procure and from any Liability pending such release.

Completion. (A) Completion of the transfer purchase of the Business shall take place on 20th January, 1997 or on such later date on which the shareholders of the Transferor shall have approved the Plan of Reorganisation. (B) On Completion the Transferor shall: (a) Within 120 days from deliver or, transfer, or procure the date delivery or transfer, to the Transferee of possession or control of the auction sale Assets capable of delivery or transfer including (“Payment Due Date”), without prejudice to the Purchaser shall deposit with generality of the Solicitors appointed by the Assignee simultaneously:foregoing):- (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 Purchaserall Chattels; and (ii) A copy such lists of clients, agents and other information documents or things relating to the Business as the Transferee may reasonably require; and (b) deliver to the Transferee instruments of transfer in respect of all of the requisite consents Securities referred to in Schedule II duly executed by or on behalf of the Developer, Proprietor Transferor or otherwise its nominee(s) (as the registered holder(s) and / or State Authorities or relevant bodies approving transferor(s) of the sale securities) in favour of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed Transferor or its nominee(s). (otherwise the Assignee may terminate the sale under Clause 9D) 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 applicableOn Completion or as soon as practicable thereafter, the Assignee parties hereto shall execute and do, or procure to be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume done or executed, and concur in, all liabilities such assurances, assignments, deeds, documents, acts 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 things 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 for vesting in the Purchaser Transferee the Assets and giving the Transferee the full benefit of this Agreement, and prior thereto the Transferor shall hold the Assets in question in trust for the Transferee absolutely. (E) In the case of any Asset in respect of which any licence, consent or release is required to be obtained to transfer possession, possession will be given to the Transferee as soon after Completion as the requisite licence, consent or release is obtained. Until such matters whether known time, the Transferor will give the Transferee such access to them or not and the Purchaser shall raise no enquiryuse of the relevant Asset, requisition if any, as may be permissible in the absence of the licenee, consent or objection thereon or theretorelease. e(F) Following the date hereof and pending Completion, the Transferor shall not acquire any assets, or incur any liabilities, in respect of the Business without the prior consent of the Transferee, save as may be necessary in connection with the liquidation of the Transferor. (G) The stamp duty provisions of this Agreement shall remain in full force and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchasereffect notwithstanding Completion.

Completion. a) Within 120 days from 9.1 Completion shall take place at the date offices of the auction sale (“Payment Due Date”), Purchaser's Solicitors or at such other place as the parties shall agree immediately after the exchange of this Agreement when the parties shall comply with their respective obligations as set out in this clause. 9.2 The Sellers shall place the Purchaser shall deposit with (or procure that the Solicitors appointed by the Assignee simultaneously: iPurchaser is placed) A sum equivalent to 90% in effective possession and control of the successful bid Business and the Sale Assets and deliver (“Balance Sum”or shall procure that there shall be delivered) by way of to the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges Purchaser:- 9.2.1 those Sale Assets which shall be borne capable of being transferred by delivery (including on suitable media (so far as has been procured by the Sellers) up to date and accurate copies of the Third Party Software in object code form up to date and accurate copies of the Source Codes and object codes of the Software); and delivery shall be deemed to take place at the premises where they shall be used or stored; 9.2.2 such duly executed assignments, conveyances or transfers as shall be required to vest in the Purchaser (or its nominee) the benefit and title to those Sale Assets which shall not be capable of being transferred by delivery; 9.2.3 all documents and/or deeds of title that relate exclusively to the Sale Assets that are in the possession or under the control of the Sellers' Group: 9.2.4 such evidence as the Purchaser may reasonably require of the consent of any other third party to the assignment, transfer and sale of any of the Sale Assets; 9.2.5 VAT invoices for any of the Sale Assets on which VAT shall be payable; 9.2.6 the Client Records; 9.2.7 if required by the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy of the requisite consents of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour of the Purchaser, if necessary, subject firstly evidence to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action shall be prepared by and at the expense of the Purchaser. Where applicable, the Assignee shall be entitled to have a sufficient covenant of indemnity inserted in the assignment in order for the Purchaser to assume all liabilities and obligations pertaining to the property. The Assignee shall not be required to assign the property to any person other than the Purchaser. b) If the separate document of title or strata title for the property has been issued whether before, on or after the date of the auction sale, the Assignee shall not be required to register its charge(s) nor to procure a transfer in Form 14A as prescribed by the National Land Code, 1965 in favour satisfaction of the Purchaser from that any person executing this Agreement or any document to be executed pursuant to it has authority to do so. 9.3 The Sellers shall procure that the Developer or the Proprietor (as the case may be). The transfer of the Property from the Developer or Proprietor (as the case may be) shall be procured and prepared by following are made available to the Purchaser at immediately prior to Completion: 9.3.1 the Purchaser’s expense who undertakes to pay such sums and comply with the conditions (if any) imposed by the Developer and / or Proprietor and / or their solicitors and / or relevant authorities pertaining to the registration of such transfer of the property. c) “ Any arrears of Quit Rent, Assessment, service/maintenance charges, sinking fund including the late penalty interest (if any) which may be lawfully due to any relevant authority or the Developer up to the date of successful sale of the subject property shall be deducted from the purchase money upon receipt of the Balance sum, provided that the Assignee/Bank is in receipt of the itemized billing for Quit Rent, Assessment bills issued by the relevant authority and the Developer’s invoice/statement of account from the Purchaser within ninety (90) days from the date of sale. For avoidance of doubt, in the event such invoices and/or itemized ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ are not submitted within Employment Agreement duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; 9.3.2 the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified in Clause 7(c) (including but not limited to water bills, electric bills, sewerage charges, telephone bills and/or other monies whatsoever outstanding to the Developer and/or other authority/parties) shall not be borne by the Assignee/Bank. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser d) The Purchaser is responsible to make his own enquiries and all liabilities and encumbrances affecting the property and shall be deemed to purchase in all respects subject thereto whether or not he makes any enquiry and neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid by the Purchaser.Business Name Licence; and

Completion. aCompletion shall take place at the offices of the Vendor’s Advocates. For purposes of completion, the Purchaser agrees that the Vendor’s Advocates shall attend to: the stamping of the Sub-Sub-Lease and all the sub-Sub-Leases in respect of the Development; and the registration of the Sub-Sub-Lease. The Parties agree that on or before the execution of this Agreement the Purchaser shall deliver the following documents to the Vendor’s Advocates: certified copies of the Purchaser’s National Identity Card/Passport and KRA PIN Certificate; OR certified copies of the Purchaser’s Certificate of Incorporation, Memorandum and Articles of Association together with the Purchaser’s KRA PIN Certificate; and Thee (3) Within 120 coloured passport size photographs of the Purchaser OR the directors of the Purchaser who shall execute this Agreement for Sale and the Sub-Sub-Lease. The parties agree that on the Lease Completion Date the Purchaser shall simultaneously with the payment of the balance of the Purchase Price and payment of the amounts stipulated in Clause 10.2 in accordance with Paragraphs 6, 7 and 8 of the Second Schedule, or in the alternative, upon the Purchasers and the Purchasers’ Financier’s Advocates furnishing the Vendor and the Vendor’s Advocates with the Guarantee and the Undertaking, respectively, execute and deliver the Sub-Sub-Lease to the Vendor’s Advocates. The Vendor’s Advocates shall subject to clause 15.4 above and the registration of the Sub-Sub-Lease and the Purchaser’s financier’s charge (if applicable), release to the Purchaser or the Purchaser’s financiers advocates the following documents in completion and fulfilment of the Vendor’s obligations under this Agreement: duly executed and registered original Sub-Lease for the Unit in favour of the Purchaser or his approved nominee together with one counterpart; original and one counterpart of the Charge over the Property in favour of the Purchasers’ Financier (if applicable); certified copy of the Head Title endorsed with the registration of the Sub-Lease in favour of the Purchaser; a certified copy of the Architects Certificate of Practical Completion together with a certified copy of the Certificate of Occupation from the relevant local authority; original stamp duty payment slip together with customer transaction voucher in respect of the stamp duty paid on the Sub-Sub-Lease [or Sub-Lease if Head Title is free-hold]; a certified copy of the National Environmental Management Authority approval; valid consent to lease (if applicable); receipts in respect of payment of land rates and rent payments [where applicable]; an original Share Certificate in respect of the Purchasers’ Share in the Management Company in the name of the Purchasers deliverable upon registration of the last Sub-Lease for the last unit sold in the development; a certified copy of the certificate of incorporation of the Management Company; original registered floor plans in respect of the Unit; account transfer forms to Purchaser’s name for Electricity and Water utility billing; certified copies of the ID Cards and KRA PIN Certificates of the Vendors Directors that have executed the Sub-Lease; and certified copy of the Application for Registration Form in respect of the Sub-Lease. For purposes of Clause 15.2 the Purchasers confirms that he is aware that if upon valuation of the Unit by the Government Valuer the valuation is higher than the Purchase Price the Purchaser shall pay additional stamp duty and the Purchaser hereby confirms and agrees that: on demand by the Vendor’s Advocates this additional stamp duty shall be paid within Seven (7) days [or as agreed between the parties]; the Purchaser is fully aware that the Sub-Lease shall not be registered until the additional stamp duty has been paid; and if the additional stamp duty shall not have been received by the Vendor’s Advocates by the later of the expiry of Seven (7) days from the date of the auction sale (“Payment Due Date”)demand and the Vendor’s Advocates being fully ready and able to submit all the Sub-Leases relating to the Development for stamping, the Purchaser Vendor’s Advocates shall deposit with the Solicitors appointed by the Assignee simultaneously: 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 stamp 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 register 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 Sub-Leases and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto. e) The wait until such registration is complete before being entitled to have the Sub-Lease registered provided always that the additional stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) shall be borne and paid has been so received by the PurchaserVendor’s Advocates .

Completion. a) a. Within 120 days from the date of the auction sale (the last day of the said 120 days is referred to herein as “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 of the Property 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 propertyProperty. The Assignee shall not be required to assign the property 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 at any time be 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 transfer if there are any restrictions in interests affecting the Property, the Purchaser shall at his own cost comply with the restrictions in interests and ensure that the sale is completed within the time period as stipulated in Clause 7(a) above; iii. the sale of the Property shall be completed 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 by public auction herein 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 of 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 all other relevant persons before delivering the same 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, Assessmentassessment, service/service / maintenance charges, charges and sinking fund (including the any late penalty interest (if anythereof) attributable to the Property which may be lawfully due to any the relevant authority or the Developer or Proprietor or the management entitled thereto up to the date of successful sale of the subject property 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 Developer or Proprietor or the Purchaser within ninety (90) days from the date of salemanagement. 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 billsutility charges/bills for water, electric billselectricity, sewerage charges, telephone bills and/or and telephones due and owing to other monies whatsoever outstanding to the Developer and/or other authority/partiesauthorities / bodies) 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 duties 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 the beneficial ownership in the property Property to the Purchaser. d) d. The Purchaser is responsible to make his own enquiries and on all liabilities and encumbrances affecting the property 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 duties and registration fee for the Memorandum, the Assignment and the subsequent transfer (as the case may be) shall be borne and paid by the PurchaserPurchaser absolutely.

Completion. (A) Completion of the Transfer shall take place on the Completion Date at such place and time as may be agreed by the Parties when all (but not part only) of the following business shall be transacted:- (i) The Vendors shall deliver or procure the delivery to the Purchaser: (a) Within 120 days from the date a certified true copy of the auction sale (“Payment Due Date”)minutes of a meeting/written resolutions of the board of directors of E U Holdings approving the entry and performance of this Agreement, the Transfer and the subscription of 1 share in the Purchaser; (b) a subscription letter for 1 share in the Purchaser shall deposit with the Solicitors appointed by the Assignee simultaneously: i) A sum equivalent to 90% from each of the successful bid Vendors; (“Balance Sum”c) the transfer documents signed by way each of the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable Vendors as transferor in relation 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 PurchaserTransfer; and (d) the share certificate(s) (if applicable) of the Sale Shares for cancellation. (ii) A The Purchaser shall deliver and procure the delivery to each of the Vendors: (a) a certified true copy of the requisite consents minutes of a meeting/written resolutions of the Developer, Proprietor and / or State Authorities or relevant bodies board of directors of the Purchaser approving the sale in favour entry and performance of this Agreement, the transfer of Sale Shares to the Purchaser and the allotment and issue of 1 share to each of the PurchaserVendors; (b) the share certificate(s), if necessaryrequired, subject firstly for the 1 share in the Purchaser of each of the Vendors; and (c) a certified true copy of its updated register of members of the Purchaser in respect of the allotment and issue of 1 share to each of the Assignee being satisfied Vendors. (B) None of the Parties hereto shall be obliged to complete the Transfer or perform any obligations hereunder unless the other Parties comply fully with the conditions if any imposed (otherwise the Assignee may terminate the sale their respective obligations under Clause 93(A). (C) Then Jurong Barrels agrees and undertakes that within 1 month after the Assignee Completion Date, it will execute an assignment (in form and substance acceptable to procure the Assignee) and deliver up delivery of the Related Documents following documents to the Purchaser, but such sale and assignment : (i) a certified true copy of the chose in action shall be prepared by and register of transfers of Jurong Barrels showing details of the Transfer; (ii) a certified true copy of the register of members of Jurong Barrels showing completion of the Transfer; (iii) a report on searches conducted at the expense Accounting and Corporate Regulatory Authority of Singapore, all showing the Purchaser as the shareholder 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 Sale Shares which were originally held 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.Vendors; and

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

Completion. (a) Within 120 days 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 Prior to the date of the auction sale (“Payment Due Date”)Completion Deadline, the Purchaser shall deposit with Borrower will make the Solicitors appointed by Project available for the Assignee simultaneously: i) A sum equivalent to 90% of Performance Test and for joint inspection (the successful bid (“Balance SumCompletion Inspection”) by way the Administrative Agent and the Engineer. The Borrower will correct any deficiencies noted in the Performance Test or Completion Inspection promptly and, in any case, prior to the Completion Deadline. On or before the Completion Deadline, the Borrower will provide, or cause to be provided, the items listed in Section 5.1(t)(i)—(viii), including all subparts thereof, to the Administrative Agent. Completion of the bank draft Project (“Completion”) will be deemed to have occurred only when all such items have been provided, or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHADthe requirements therefor have been waived in writing by the Administrative Agent, The amount all of the cheque shall include outstation clearing charges representations and warranties contained in the certificates required under Sections 5.1(t)(vi) and (vii) are true, correct and complete in all material respects, and the Administrative Agent has confirmed, in consultation with the Engineer, its satisfaction with the correction of any deficiencies noted in the Completion Inspection or the Performance Test and with the form and substance of all the following required deliveries hereunder which shall confirmation will not be borne unreasonably withheld or delayed: (i) an ALTA/ASCM “as-built” survey of the Site showing (A) the location of the Project, (B) that the Project is located within the boundaries of the Site (without encroachments on any right-of-way, easement or other interest that would reasonably be expected to affect adversely the continued operation of the Project), (C) that the Site is not located in a flood zone (or, to the extent that any portion of the Site is in a flood zone, delineating the portions thereof in such flood zone, in which case flood hazard insurance may be required by the PurchaserAdministrative Agent), failing which and (D) all easements, encroachments and other survey matters shown on the deficiency shall Title Policy (as updated to the Mechanical Completion Date) or otherwise required by the Administrative Agent, such survey to be recoverable from dated within thirty (30) days of the Purchaser; andMechanical Completion Date and prepared by licensed surveyors reasonably acceptable to the Administrative Agent, and certified to the Administrative Agent and the Title Insurer; (ii) A copy such legal opinions of the requisite consents Borrower’s Counsel as the Administrative Agent may reasonably request; (iii) final waivers, executed by each of the DeveloperConstruction Contractors, Proprietor and / by each of their respective subcontractors, of all carriers’, warehousemen’s, materialmen’s and mechanics’ Liens and other similar Liens imposed by Law, which waivers (A) are in form and substance reasonably acceptable to the Administrative Agent and the Engineer and (B) cover all labor, materials (including Equipment and Fixtures of all kinds), supplies and services done, performed or State Authorities furnished at, for or relevant bodies approving to the sale in favour Project by each such Construction Contractor with respect to all work under the applicable Construction Contract; provided, however, that with the prior written approval of the PurchaserAdministrative Agent (upon consultation with the Engineer), Completion can be declared without the execution of final waivers related to Liens that are being contested in good faith by appropriate proceedings with proper reserves established, if necessarysuch proceedings have not proceeded to final judgment against the Borrower and do not involve any material risk that a material interest in or right to any Collateral may be sold, subject firstly lost or forfeited or that any Security Document Lien may be impaired; (iv) certificates showing that all Required Insurance is in full force and effect, together with evidence of the payment of all premiums due in respect thereof; (v) any and all Required Approvals that have not been provided to the Assignee being satisfied Administrative Agent previously; (vi) a completion certificate of the Engineer, substantially in the form of Exhibit 5.1(t), certifying that: (A) Mechanical Completion has been reached, the Project has been completed in all material respects in accordance with the conditions if Construction Contracts, all punch list items have been completed, and any imposed deficiencies noted during the Performance Test and the Completion Inspection have been corrected; (otherwise B) any as-built surveys, or designs of the Assignee may terminate Project and all other documents reasonably required for the sale under Clause 9operation and maintenance of the Project, in each case in form and substance reasonably satisfactory to the Engineer have been delivered; (C) Then the Assignee will execute an assignment Borrower is in material compliance with the overhaul, maintenance and repair plan established pursuant to Section 5.1(g) (including the maintenance of appropriate spare parts, inventories and redundancies required thereunder); (D) the Construction Contractors have completed any necessary training programs and delivered all training manuals, operations manuals and other similar documentation, in each case, in form and substance acceptable to the AssigneeEngineer; (E) the Sponsor has completed any training programs and deliver up delivered any necessary training manuals, operations manuals and other similar documentation in its possession, reasonably required for the Related Documents Borrower to operate the Project and to use the technology granted under the Technology License, in each case, in form and substance acceptable to the PurchaserEngineer, but and such sale documentation accurately and assignment encompasses all information and instructions (including all Trade Secrets) used in, or reasonably necessary for, operation of the chose Project materially in action shall be prepared by accordance with the Project Pro Forma and at as operated during the expense Performance Test; (F) the Project has passed the Performance Test without any material exceptions that have not been corrected as 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, certificate; (G) the Assignee shall not be Project is available for Commercial Operation; (H) the Project is capable of operating consistently on an overall basis within the levels of performance assumed in the Project Pro Forma; (I) All Required Approvals required to register its charge(soperate the Project are in full force and effect; and (J) nor to procure a transfer all Qualified Project Construction Expenses have been paid in Form 14A as prescribed full, are being contested in good faith by appropriate proceedings with proper reserves established or an amount deemed sufficient by the National Land Code, 1965 Engineer to pay all unpaid costs has been deposited in favour an account under the control of the Purchaser from Administrative Agent, except for such Qualified Project Construction Expenses as are being contested in good faith by appropriate proceedings with proper reserves established, if such proceedings have not proceeded to final judgment against the Developer Borrower and do not involve any risk that a material interest in or the Proprietor right to any Collateral may be sold, lost or forfeited or that any Security Document Lien may be impaired; and (as the case may be). The transfer vii) a completion certificate of the Property from Borrower, certifying that, as of such date: (A) the Developer or Proprietor Borrower has a Tangible Net Worth of at least Forty Million Dollars (as $40,000,000); (B) the case may be) shall be procured and prepared Project Documents executed 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 Borrower as 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 the certificate include all agreements required for the development, construction, ownership and operation of the subject property shall Project, and such Project Documents conform in all material respects with the Project Pro Forma and are sufficient to permit the Project to operate in a manner that will not violate the Required Approvals or the manufacturer’s normal operating parameters, except to the extent that any such violation or deviation would not be deducted from expected to result in a Material Adverse Effect, and such that the purchase money upon receipt Project will be able to achieve the financial results projected in the Project Pro Forma; (C) all Documents (including any amendments, modifications or supplements thereto prior to such date) are in full force and effect (except such Documents as have expired in accordance with their terms or as may have been terminated in accordance with this Financing Agreement), the Imperium Parties and, to the Borrower’s Knowledge, the Project Parties are in full compliance with all covenants and provisions thereof, and no breach or event of default (or any event that would become a breach or event of default with the giving of notice or passage of time or both) has occurred and is continuing under any such Document except, solely with respect to Project Documents that are not Major Project Documents, as would not reasonably be expected to result in a Material Adverse Effect; (D) all representations and warranties of the Balance sumImperium Parties contained in the Financing Documents are true, provided correct and complete in all material respects; (E) no act, event or circumstance has occurred with respect to the Project, any Imperium Party, any Pre-Completion Party, any Project Party or otherwise, including any amendment or any proposed amendment to permitting, licensing or other regulatory requirements or any Project Document, which has had or would reasonably be expected to result in a Material Adverse Effect; (F) no Default or Event of Default has occurred and is continuing; (G) no Imperium Party or, to the Borrower’s Knowledge, any Major Project Party is the subject of a Bankruptcy Event and, to the Borrower’s Knowledge, no other Project Party is the subject of a Bankruptcy Event that would reasonably be expected to result in a Material Adverse Effect; (H) there is no pending or, to the Assignee/Bank Borrower’s Knowledge, threatened action, suit, litigation, investigation, arbitration or other proceeding before any Government Instrumentality involving or affecting the Project, the Borrower or its properties or assets or, to the Borrower’s Knowledge and solely with respect to the Pre-Completion Business or the Project, any Pre-Completion Party or Project Party or any of their respective properties or assets, which would, if adversely determined, reasonably be expected to result in a Material Adverse Effect; (I) all Required Approvals necessary for the construction and operation of the Project and the performance by the Borrower and the Project Parties of all of their obligations under the Project Documents in effect on such date have been obtained, and all obtained Required Approvals are in full force and effect and are not subject to any materially onerous or unusual condition; (J) all Required Insurance has been obtained, all Required Insurance is in receipt full force and effect and is not subject to cancellation on less than thirty (30) days’ notice (except to the extent cancellable on ten (10) days’ notice for non-payment of premium) and the Administrative Agent, for the benefit of the itemized billing for Quit RentSecured Parties, Assessment bills issued has been endorsed as an additional insured and sole or first loss payee, with a waiver of subrogation permitted in their favor, and no Person other than the Borrower, the Administrative Agent and the Lenders has any right or interest in, to or under any Required Insurance other than pursuant to the Pre-Completion Documents and the Project Documents except such umbrella policies covering the Borrower and its Affiliates as have been disclosed in writing to the Administrative Agent and are reasonably acceptable to the Administrative Agent based on consultation with the Insurance Consultant; (K) a First-Priority security interest in the Collateral has been created and perfected, and will continue to be perfected, in favor of the Collateral Agent in all relevant jurisdictions, and there are no Liens on the Collateral other than Permitted Liens; (L) the Administrative Agent has received all items of Collateral in which a security interest is perfected by possession, including the certificates evidencing all of the membership interests in the Borrower held by the relevant authority Pledgor and the Developerrelated transfer powers; (M) the Project has not suffered a material Loss (unless such Loss has been remedied to the reasonable satisfaction of the Administrative Agent) and no material portion of the Project is subject to pending or, to the Borrower’s invoiceKnowledge, threatened condemnation or appropriation proceedings; (N) Mechanical Completion has been reached, the Project has been completed in all material respects in accordance with the Construction Contracts, all punch list items have been completed, and any deficiencies noted during the Performance Test and the Completion Inspection have been corrected; (O) the ALTA/statement ASCM “as-built” survey described in Section 5.1(t)(i) has been delivered, together with any other as-built design drawings of account from the Purchaser within ninety Project and any other documents required for the operation and maintenance of the Project; (90P) days from the Borrower is in compliance with the overhaul, maintenance and repair plan established pursuant to Section 5.1(g) (including the maintenance of appropriate spare parts, inventories and redundancies required thereunder); (Q) the Construction Contractors have completed any necessary training programs and delivered all training manuals, operations manuals and other similar documentation; (R) the Sponsor has completed any training programs and delivered any necessary training manuals, operations manuals and other similar documentation, including information necessary to use the technology granted under the Technology License, and such documentation together with any such documentation delivered by the Construction Contractors encompasses all information and instructions (including all Trade Secrets) used in or necessary for operation of the Project materially in accordance with the Project Pro Forma and as operated during the Performance Test; (S) The Technology License has been updated to cover all Intellectual Property (including all Trade Secrets) owned by the Sponsor used in or necessary for operation of the Project materially in accordance with the Project Pro Forma and as operated during the Performance Test; (T) the Project has passed the Performance Test without any material exceptions that have not been corrected as of the date of sale. For avoidance of doubtthe certificate; (U) the Project is available for Commercial Operation; (V) all Qualified Project Construction Expenses have been paid in full, 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 or an amount deemed sufficient 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 Engineer 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 unpaid costs has been deposited in an account under the control of the Administrative Agent for such purpose; (W) all Taxes, fees and expenses including but not limited required 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 PurchaserBorrower (unless any such amounts are being contested in good faith and appropriate reserves therefor have been created for such purpose) on or before such date have been paid; (X) each Construction Contractor and, if applicable, any subcontractor thereto, has paid in full any and all late fees, penalties or liquidated damage amounts due by it to the Borrower under the applicable Construction Contract except such amounts as may be settled, compromised or waived by the Borrower; (Y) the operations of the Borrower and the Project comply and are expected to comply in all material respects at all times until the Maturity Date with all applicable Laws and Required Approvals and with Prudent Industry Practices; and (Z) the Borrower has provided full and complete copies of all Project Documents, together with such Consents to Assignment relating thereto and opinions relating to Major Project Documents that the Administrative Agent may reasonably request.

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. a7.1 Subject to the terms and conditions of this Agreement, Completion shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, Brussels on the fifth (5th) Within 120 days Business Day after the later of: (i) the date on which the Merger Control Condition is satisfied; or (ii) the earlier of (A) the date on which the Financing has been completed or (B) 13 March 2015, (the Completion Date). At any time as from the day on which the Merger Control Condition is satisfied until the Long Stop Date, the Purchaser (but not the Sellers) will have the right to notify the Sellers that Completion will take place on the fifth (5th) Business Day following the date of the auction sale notification irrespective whether the Financing or the Bridge Financing has completed. Parties may mutually agree any other time, date or place in respect of the Completion. 7.2 At Completion, Perrigo Topco and the Purchaser shall, and where applicable shall cause: (“Payment Due Date”)a) deliver to the Sellers proof that the Merger Control Condition has been satisfied; (b) pay the Purchase Consideration (including delivering the Consideration Perrigo Shares to Alychlo) to the Sellers in accordance with the provisions of Clause 3 and Clause 19; (c) submit in escrow to the escrow agent in accordance with the Share Escrow a number of certificates representing the relevant number of Consideration Perrigo Shares in name of Alychlo; (d) deliver to Alychlo the Share Escrow agreement, duly executed by Perrigo Topco; (e) deliver to Alychlo an extract of the minutes of a meeting of the board of directors of Perrigo Topco (duly convened and held) at which the issue and allotment of the Consideration Perrigo Shares to Alychlo and the entry into Perrigo Topco’s register of members of Alychlo’s name as the holder of the Consideration Perrigo Shares were approved, certified as a true copy by a director or the secretary of Perrigo Topco; (f) deliver to Alychlo (or as Alychlo may direct) the duly executed share certificate (including a legend reflecting the lock-up arrangements set out in the lock-up agreement) in respect of the Consideration Perrigo Shares made out to Alychlo; (g) deliver to Alychlo the lock-up agreement in the form set out in Schedule 9, duly executed by Perrigo Topco; (h) deliver to Alychlo the registration rights agreement in the form set out in Schedule 10, duly executed by Perrigo Topco; (i) deliver to Holdco the Cash Escrow agreement, duly executed by Perrigo Topco; (j) record the transfer of the Shares in the Company’s share register and duly sign the register to that effect; and (k) provide the Sellers with a confirmation of receipt of the Company’s share register, together referred to as the Purchaser’s Completion Obligations. 7.3 At Completion, simultaneously with the receipt by the Sellers of the Purchase Consideration, in accordance with the provisions of Clause 3, the Sellers shall: (a) procure the delivery to the Purchaser shall deposit with of a receipt for the Solicitors appointed Purchase Consideration in the form attached in Schedule 2; (b) deliver to the Purchaser the Share Escrow agreement, duly executed by Alychlo, including, as applicable, the Additional Share Escrow agreement; (c) deliver to the Purchaser the Cash Escrow agreement, duly executed by Holdco and Hao Investments S.à ▇.▇.; (d) procure the delivery to the Purchaser of the Fund Guarantee and the Comfort Letter, duly executed by Waterland Private Equity Fund V C.V., except if a notification has been given by the Assignee simultaneously:Purchaser pursuant to Clause 12.3(c); i(e) A sum equivalent deliver to 90% of the successful bid (“Balance Sum”) by way of Purchaser the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable lock-up agreement relating to OCBC BANK (MALAYSIA) BERHAD, The amount of the cheque shall include outstation clearing charges Consideration Perrigo Shares which shall be borne in the form set out in Schedule 9, duly executed by Alychlo; (f) deliver to the Purchaser the registration rights agreement relating to the Consideration Perrigo Shares which shall be in the form set out in Schedule 10, duly executed by Alychlo; (g) deliver to the Purchaser an agreement, substantially in the form as set out in Schedule 7 duly signed 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 Company 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 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, pursuant to which ▇▇ are not submitted within ▇▇▇▇ ▇▇▇▇▇▇ personally undertakes to comply with the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained by the Assignee/Bank non-compete and the same shall be borne by the Purchaser solely. All other charges as at the date of auction sale not specified non-solicit obligations set out in Clause 7(c13.2; (h) (including but not limited procure the delivery 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 a copy of the resignation letters substantially in the form attached in Schedule 4, effective on Completion, for those directors identified in Part 2 of Schedule 4; and (i) record the transfer of the Shares in the Company’s share register and duly sign the register to them or not and that effect; and (j) procure the Purchaser shall raise no enquirypayment of the Cash Escrow in accordance with Clause 12.3(a)(i), requisition or objection thereon or thereto. e) The stamp duty and registration fee for the Memorandum, the Assignment and subsequent transfer (together referred to as the case may be) shall be borne and paid by the PurchaserSellers’ Completion Obligations.

Completion. a) Within 120 days from Completion shall take place at the date offices of the auction Purchaser's Solicitors on the Completion Date when each of the parties shall comply with the provisions of schedule 5. The Purchaser shall not be obliged to complete the purchase of the Shares under this agreement unless the Vendors comply fully with their obligations under schedule 5 and unless the purchase of all the Shares is completed simultaneously (but so that completion of the purchase of some of the Shares will not affect the rights of the Purchaser with respect to the others). None of the Vendors shall be obliged to complete the sale (“Payment Due Date”)of the Shares under this agreement unless the Purchaser complies fully with its obligations under schedule 5. With effect from 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 irrevocably absolutely 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 unconditionally releases ▇▇▇▇ ▇▇▇▇▇ are not submitted within from any and all obligations arising under the stipulated ninety (90) days from the auction date, any subsequent claims made thereunder will not be entertained guarantee granted by the Assignee/Bank and the same shall be borne by him to 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 on 29 January 2010 and pay all fees waives 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 releases ▇▇▇ ▇▇▇▇▇ from any 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 accrued 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 arising thereunder. From Completion the Purchaser shall raise no enquiryindemnify and keep indemnified ▇▇▇ ▇▇▇▇▇ against and in respect of all claims, requisition losses, damages, liabilities, costs, fines and penalties (to the extent permitted by law), charges, expenses, reasonable legal and other necessary professional fees paid, incurred, suffered, sustained and/or payable by ▇▇▇ ▇▇▇▇▇ arising under the Barclays Guarantee (together "Barclays Liabilities") to the extent that such Barclays Liabilities arise as a direct result of any act or objection thereon omission of: the Purchaser or thereto. eany member of the Purchaser's Group; or (but only in so far as such act or omission occurs after Completion) The stamp duty the Company or the Subsidiary. Provided that ▇▇▇ ▇▇▇▇▇ indemnifies and registration fee for keeps indemnified the MemorandumPurchaser in respect of all reasonable costs and expenses in complying with its obligations under this clause 0, the Assignment Purchaser shall use all reasonable endeavours to procure the release of ▇▇▇ ▇▇▇▇▇ from all and subsequent transfer any obligations under the Barclays Guarantee as soon as reasonably practicable after Completion (including providing such substitute security as the case Barclays Bank plc may be) reasonably request as a condition to such release),provided that nothing in this clause 0 shall be borne and paid by the Purchaserrequire ▇▇▇ ▇▇▇▇▇ to procure or provide any such substitute security.

Completion. a12.1. Completion shall commence at the offices of __________ in __________ at __________ on the earlier of: (i) Within 120 days from the third Business Day after the date of on which all the auction sale Conditions are satisfied or, as permitted, waived; (ii) __________ [date]; and (iii) such other time and on such other date as the Seller and the Purchaser may agree (the “Payment Due Completion Date”). 12.2. On Completion, the Purchaser shall deposit with acquire the Solicitors appointed by Business and the Assignee simultaneouslyAssets, Liabilities and Contracts shall be transferred (“geleverd/délivré”) to the Purchaser pursuant to the applicable law. To effect such transfer: ia) A sum equivalent the Seller shall transfer the Assets by physically handing them over, or, with regard to 90% the Equipment and the Stocks, by providing the Purchaser access to the location (including all keys) where these Assets are held, such that the Assets become fully available to and in the possession of, the Purchaser; b) the Seller shall deliver to the Purchaser an invoice in respect of the successful bid (“Balance Sum”) by way of Business to the bank draft or cashier’s order crossed “A/C PAYEE ONLY” made payable to OCBC BANK (MALAYSIA) BERHAD, The Purchaser in the amount of the cheque Purchase Price; c) the Seller shall include outstation clearing charges which shall be borne by deliver to the Purchaser, failing which the deficiency shall be recoverable from the Purchaser; and ii) A copy Purchaser written details of the requisite consents Assets and the Contracts, which have been sold to third parties in the ordinary course of business or are no longer subsisting, as at Completion and written details of new Assets and Contracts, acquired or entered into, respectively, since the date of this Agreement; d) the Seller shall deliver to the Purchaser a duly executed deed of assignment (“overdrachtsakte/contrat de cession”) in a customary form, containing no material terms or conditions, relating to the Contracts, Business Intellectual Property Rights, Insurance Policies, Receivables and Claims; e) the Purchaser shall deliver to the Seller and the Seller shall execute copies of the Developer, Proprietor and / or State Authorities or relevant bodies approving the sale in favour notifications of the Purchaser, if necessary, subject firstly to the Assignee being satisfied with the conditions if any imposed (otherwise the Assignee may terminate the sale under Clause 9) Then the Assignee will execute an assignment (in form and substance acceptable to the Assignee) and deliver up the Related Documents to the Purchaser, but such sale and assignment of the chose in action Insurance Policies, the Receivables, and the Claims to each insurer under the Insurance Policies and each counterparty of the agreement from which such Receivable or Claim originates, to complete the assignment of the Insurance Policies, the Receivables, and the Claims; f) the Seller shall transfer to the Purchaser all Assets and effect all such legal acts as shall be prepared by and at needed to effect 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 (licences, permits and authorisations 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 are part of such transfer of Assets; g) 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 Seller and the Purchaser shall raise execute a deed of transfer of the Shares in a customary form, containing no enquirymaterial terms or conditions, requisition or objection thereon or thereto.make appropriate amendments to the shareholders’ register of the Subsidiary and do all other necessary acts so as to effectuate the transfer of the Shares; eh) The stamp duty the Purchaser shall pay the Purchase Price to the Seller and registration fee for the Memorandum, the Assignment and subsequent transfer (as the case may be) Seller shall be borne and paid by give a receipt to the Purchaser.

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

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

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

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

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