Exhibit 10.1


 


DATED
THE
     DAY OF
     2020


 


Between


 


Rubicon
Technology Inc.


(Company
No.: XLZ00215088)


(as
Vendor)


 


And


 


Kang
Lean Hiang


(NRIC
No.: 660723-08-5401)


(as
Purchaser)


 


 


Share
Sale Agreement 


in
respect of all the ordinary shares in the capital of


RUBICON
SAPPHIRE TECHNOLOGY (MALAYSIA) SDN. BHD.


 





 


	Solicitors
                                         for the Vendor:

                                            MESSRS
SKRINE

                                            Level 8, Wisma UOA Damansara

                                            50 Jalan Dungun, Damansara Heights

                                            50490 Kuala Lumpur

                                            Tel: +603-20813999;
Fax: +603-20943211

                                            Ref No:
	 	Solicitors
                                         for the Purchaser:

                                            MESSRS LIM, HO, CHEONG & LOK

                                            No. 50-1, Lorong Usahaniaga 1

                                            Taman Usahaniaga

                                            14000 Bukit Mertajam, Pulau Pinang

                                            Tel: +604-5374249; Fax: +604-5384249

                                            Ref No:




 




     


     


    

 


CONTENTS


 





	1.	Definitions & Interpretation	2
	1.1	Definitions	2
	1.2	Interpretation	6
	2.	Transfer Of Sale Shares	8
	2.1	Sale and Purchase	8
	2.2	Purchase all Sale Shares	8
	2.3	Pre-Emption Rights	8
	2.4	Authority to Execute this Agreement:	9
	2.5	Utilisation of Cash in the Company	9
	3.	Consideration	9
	3.1	Purchase Consideration	9
	3.2	Payment of Purchase Consideration	9
	4.	Repayment Of The Indebtedness To The Vendor	9
	5.	Access to Information and the Real Property	10
	6.	The Vendor’s Obligations Pending Completion	10
	6.1	Vendor’s Primary Obligations	10
	6.2	Vendor’s Other Undertakings	12
	7.	Completion	12
	7.1	When Completion Takes Place	12
	7.2	Mechanism of Completion	13
	7.4	Specific Performance	13
	8.	Vendor’s Warranties	13
	9.	Limitation of Liability of Vendor	14
	9.1	Disclosure by Vendor	14
	9.2	Time Limit for Claims against Vendor	15
	9.3	Monetary Limit for Claims against Vendor	15
	9.4	Recovery from Third Parties and Conduct of Claims	16
	9.5	No Liability to the Extent of the Loss Provided or Reserved	17
	9.6	No Double Recovery	18
	9.7	Opportunity to Remedy	18
	9.8	Termination of Claims	18
	9.9	Corresponding Benefit	18
	9.10	Keeping of Records and Purchaser to Provide Information to Vendor	18
	9.11	Survival of these Provisions	19
	9.12	Other Exclusions	19
	10.	Purchaser’s Warranties	19
	11.	Termination	20
	11.1	The Vendor’s Breach	20
	11.4	The Purchaser’s Breach	21
	12.	Confidentiality	23



 



    i


     


    

 


	13.	General	24
	13.1	Notices	24
	13.2	Governing Law	25
	13.3	Enforceability	25
	13.4	Waivers	25
	13.5	Variation	25
	13.6	Arbitration	26
	13.7	Time	26
	13.8	Cost and Expenses	26
	13.9	Interest	26
	13.10	Further Assurances	26
	13.11	Entire Agreement	27
	13.12	Counterparts	27
	Schedule 1 – Particulars of the Company	29
	Schedule 2 – Real Property	30
	Schedule 3 – Vendor’s Warranties	31
	Schedule 4 – Purchaser’s Warranties	41
	Schedule 5 – Completion Deliverables	42
	Schedule 6 – Bank Accounts Of The Company	43
	Schedule 7 – Existing Charges	44



 




    ii


     


    

 


THIS
AGREEMENT is made on the
     day of
     2020


 


BETWEEN


 


		(1)	rubicon
                                         technology inc. (Company
                                         No.: XLZ00215088), a company incorporated
                                         in United States of America with its registered address at 900 East Green Street, Bensenville,
                                         Illinois 60106 United States of America (“Vendor”);



 


AND


 


		(2)	KANG
                                         LEAN HIANG (NRIC No: 660723-08-5401) a Malaysian citizen with the address for service
                                         at No. 16, Lorong Tambun Jaya 2, Taman Tambun Jaya, 14100 Simpang Ampat, Pulau Pinang
                                         (“Purchaser”)



 


(each
a “Party” and collectively, the “Parties”).


 


WHEREAS:


 


		(A)	RUBICON
                                         SAPPHIRE TECHNOLOGY (MALAYSIA) SDN. BHD. (Registration
                                         No.: 200901017303 (860400-A)) (“Company”) is a private limited company
                                         with an issued share capital, as at the date of this Agreement, of Ringgit Malaysia Thirty-One
                                         Million (31,000,000.00) comprising Thirty-One Million (31,000,000) ordinary shares credited
                                         as fully paid. Brief details of the Company are set out in Schedule 1.



 


		(B)	As
                                         at the date of this Agreement, the Company has ceased all its business activities and
                                         operations.



 


		(C)	As
                                         at the date of this Agreement, the Vendor is the legal and beneficial owner of Thirty-One
                                         Million (31,000,000) ordinary shares credited as fully paid up in the capital of the
                                         Company representing one hundred per centum (100%) of the issued capital of the Company
                                         (“Existing Sale Shares”).



 


		(D)	The
                                         Company is as at the date of this Agreement indebted to the Vendor in the sum of USD622,000.00
                                         (“Indebtedness to the Vendor”). The Vendor has agreed to accept the
                                         payment of the Indebtedness to the Vendor in the manner set out in Clauses 3.2.2 and
                                         4.



 


		(E)	The
                                         Vendor is desirous of selling and transferring the Existing Sale Shares (“Sale
                                         Shares”) to the Purchaser and the Purchaser, is desirous of purchasing and
                                         accepting the transfer of the Sale Shares, on and subject to the terms and conditions
                                         herein.



 






    1


     


    

 


IT
IS AGREED AS FOLLOWS:


 


1. Definitions
& Interpretation


 


		1.1	Definitions



 


In
this Agreement, unless the context otherwise requires, the following expressions shall bear the following meanings:


 


	“Act”	means
                                         the Companies Act, 2016;

         

	“Accounts”	means
                                         the audited financial statement of the Company for the accounting reference period ended
                                         or ending on 31 December of the relevant financial year, comprising inter alia, a statement
                                         of financial position, statement of profit or loss and other comprehensive income, statement
                                         of cash flows, auditors’ and directors’ reports and the notes included or
                                         referred to in any of them;

         

	“Accounts
    Date”	means
                                         31 December 2019;

         

	“Affiliate(s)”	means
                                         in respect of any person, any other person who is a member of that person’s family
                                         and any other corporation directly or indirectly Controlled by, or Controlling of, or
                                         under the common Control with, that person and, in the case of a trust, any trustee or
                                         beneficiary (actual or potential) of that trust.

        For
        the purposes of this definition, “Control” means the power of a person to secure, directly or indirectly,
        (whether by holding of shares, possession of voting rights or by virtue of any other power conferred by its constitution,
        a partnership deed or other documents regulating another person or otherwise) that affairs of such other corporation are
        conducted in accordance with its wishes and “Controlled” and “Controlling” shall
        be construed accordingly;

         

	“Agreement”	means
                                         this written agreement and all the Annexures and Schedules hereto as may be amended or
                                         supplemented by the Parties hereto in writing from time to time;

         

	“Assets”	has
                                         the meaning specified in paragraph 15.3.1 of Schedule 3;

         

	“Balance
                                         Purchase Consideration”

         
	has
    the meaning specified in Clause 3.2.2;
	“Cash”	means
                                         cash on hand, cash in bank and deposits including cash held in fixed deposits;

         

	“CCM”	means
                                         the Companies Commission of Malaysia (and where appropriate, includes its predecessor,
                                         the Companies Registry);

         




 






    2


     


    

 


	“Citibank”	means
                                         Citibank Berhad;

         

	“Claim(s)”	means
                                         a claim or claims in respect of breach, indemnities, non-observance or non-performance
                                         of any of the provisions of or under the terms of this Agreement on the part of the Vendor
                                         (including without limitation any claim or claims that any of the Vendor’s Warranties
                                         is untrue, not accurate, misleading or has been breached);

         

	“Claim
    Notice”	means
                                         a written notice containing details of the legal and factual basis of the Claim, including
                                         the Purchaser’s estimate of the amount of the Claim;

         

	“Company”	has
                                         the meaning specified in Recital A;

         

	“Completion”	means
                                         the completion of the sale and transfer of the Sale Shares in accordance with this Agreement;

         

	“Completion
    Date”	means
                                         the date falling fourteen (14) days from the date of this Agreement or such other date
                                         as may be mutually agreed between the Parties in writing;

         

	“Confidential
    Information”	has
                                         the meaning specified in Clause 12.1;

         

	“Constitution”	means
                                         the constitution of the Company;

         

	“Disclosed”

         
	means
                                         accurately, fully and fairly disclosed (with sufficient details to identify the value,
                                         nature and scope of the matter disclosed) in accordance with Clause 9.1;

         

	“Disclosure
    Letter”	means
                                         the letter including schedules and the bundle of documents attached to it issued by the
                                         Vendor to the Purchaser having the same date as this Agreement on a private and confidential
                                         basis, (a) disclosing information constituting exceptions to the Vendor’s Warranties;
                                         and (b) details of other matters referred to in this Agreement, the receipt of which
                                         has been acknowledged by the Purchaser;

         

	“Encumbrance(s)”	means
                                         any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title
                                         retention, preferential right or trust arrangement or other security arrangement or agreement
                                         conferring a right to a priority of payment;

         




 






    3


     


    

 


	“Existing
    Charges”	means
                                         the charges created by the Company, the details of which are set out in Schedule 7;

         

	“Existing
    Sale Shares”	has
                                         the meaning specified in Recital C;

         

	“GAAP”	means
                                         the Malaysian Financial Reporting Standards;

         

	“Indebtedness”	means
                                         all obligations (whether present or future, actual or contingent, secured or unsecured,
                                         as principal or surety or otherwise) for payment or repayment of money including, without
                                         limitation to the Existing Charges; and in respect of any inter-company indebtedness,
                                         trade creditors, purchase, hire or lease of any asset or service or bank, third party
                                         or vendor financing;

         

	“Indebtedness
                                         to the Vendor”

         
	has
    the meaning specified in Recital D;
	“Intellectual
    Property Rights”	means
                                         all intellectual property rights including, without limitation, patents, trademarks,
                                         registered designs, copyrights, confidential information, trade secrets, know-how and
                                         all similar property rights, whether registered or not, subsisting in any part of the
                                         world;

         

	“Loss”
    or “Losses”	includes
                                         liabilities, losses, damages, fines, penalties, costs, fees suffered or incurred by the
                                         Purchaser including expenses (including legal fees, costs and expenses (on a solicitor
                                         and client basis) suffered or incurred in investigating or disputing any claim or liability
                                         and/or in establishing their right to be indemnified and/or seeking advice in any way
                                         related to or in connection with aforesaid);

         

	“Money
    Laundering Laws”	has
                                         the meaning specified in paragraph 26 of Schedule 3;

         

	“Public
    Authority”	means
                                         any government or governmental, administrative, monetary, fiscal or judicial body, department,
                                         commission, authority, tribunal, agency or entity in in Malaysia having jurisdiction
                                         over the Company and “Public Authorities” shall be construed accordingly;

         




 






    4


     


    

 


	“Purchase
    Consideration”	has
                                         the meaning specified in Clause 3.1;

         

	“Purchaser’s
    Warranties”	means
                                         the representations and warranties set out in Schedule 4 given by the Purchaser
                                         in this Agreement;

         

	“Real
    Property”	means
                                         the property owned by the Company, the details of which are set out in Schedule 2;

         

	“Related
    Party”	has
                                         the meaning specified in paragraph 20.1 of Schedule 3;

         

	“Sale
    Shares”	has
                                         the meaning specified in Recital E;

         

	“STA”	means
                                         the Sales Tax Act, 2018;

         

	“STA
    Law”	means
                                         the STA and any rules, regulations, rulings, guides or guidelines made thereunder, as
                                         amended, modified or revised from time to time;

         

	“Tax(es)”	means
                                         any form of tax whether of Malaysia or elsewhere whenever imposed (including, without
                                         limitation, income tax, corporation tax, real property gains tax, service tax, sales
                                         tax, payroll tax, withholding tax, profits tax, capital gains tax, capital transfer tax,
                                         development tax, development land tax, estate duty, stamp duty, capital duty, value added
                                         tax, custom or other import or export duties) and all statutory, governmental, state,
                                         local governmental or municipal impositions, duties, rates and levies and all penalties,
                                         charges, costs and interest relating thereto;

         

	“Tax
                                         Authority” 

         
	means
                                         any government, state or municipality or any local, state, federal or other fiscal, revenue,
                                         customs or excise authority, office, body or official in Malaysia or elsewhere competent
                                         to impose, administer, levy, assess or collect tax;

         




 






    5


     


    

 


	“Vendor’s Bank Account”	means the following bank account:


 


	 	Beneficiary Account Name:	RUBICON WORLDWIDE, LLC
	 	Beneficiary Bank:	Silicon Valley Bank
	 	Beneficiary Account No:	3301567029
	 	SWIFT Code:	SVBKUS6S
	 	Routing No.	121-140-399
	 	Address of Headquarters	Silicon Valley Bank, 3003 Tasman Drive, Santa Clara, CA 95054, USA


 


	“Vendor’s
Warranties”
	means
all statements of fact herein, and the representations and warranties set out in Schedule 3 given by the Vendor in this
Agreement.



 


		1.2	Interpretation



 


In
this Agreement, unless the context otherwise requires:


 


		1.2.1	words
                                         denoting one gender include the other gender and neuter gender and words denoting the
                                         singular include the plural and vice versa;



 


		1.2.2	an
                                         expression importing a natural person includes any corporation or other body corporate,
                                         partnership, association, public authority, two or more persons having a joint or common
                                         interest, or any other legal or commercial entity or undertaking;



 


		1.2.3	any
                                         part of speech or grammatical form of a word or phrase defined in this Agreement has
                                         a corresponding meaning;



 


		1.2.4	where
                                         a word or phrase indicates an exception to any of the provisions of this Agreement, and
                                         a wider construction is possible, such word or phrase is not to be construed ejusdem
                                         generis with any of the foregoing words or phrases and where a word or phrase serves
                                         only to illustrate or emphasise any of the provisions of this Agreement, such word or
                                         phrase is not to be construed, or to take effect, as limiting the generality of such
                                         provision;



 


		1.2.5	any
                                         reference to a Recital, sub-paragraph, paragraph, Clause, Schedule or Annexure is to
                                         the relevant recital, sub-paragraph, paragraph, clause, schedule or annexure of, or to,
                                         this Agreement and any reference to this Agreement or any of the provisions hereof includes
                                         all amendments, variations and modifications made to this Agreement or any such provisions
                                         as may be mutually agreed in writing by the Parties, from time to time and in force;



 


		1.2.6	any
                                         reference to any statute or statutory provision includes a reference to that statute
                                         or statutory provision as from time to time amended, extended or re-enacted and shall
                                         include all by-laws, instruments, orders, rules and regulation made thereunder;



 






    6


     


    

 


		1.2.7	any
                                         reference to “payment”, or cognate expressions, includes payments made in
                                         cash or by way of cheques upon clearance (drawn on a bank or financial institution licensed
                                         to carry on banking business under the provisions of the Financial Services Act, 2013
                                         and Islamic Financial Services Act, 2013) or effected through inter-bank transfers to
                                         the account of the payee, giving the payee access to immediate available, freely transferable,
                                         cleared funds;



 


		1.2.8	any
                                         reference to “writing”, or cognate expressions, includes any communication
                                         effected electronically, by facsimile transmission or other comparable means of communications;



 


		1.2.9	any
                                         reference to a “business day” is to a day (not being a public holiday in
                                         Kuala Lumpur, Malaysia or in Illinois, United States of America or a Saturday or Sunday)
                                         on which the commercial banks licensed to carry on banking business under the relevant
                                         laws, are open for business in Kuala Lumpur, Malaysia and Illinois, United States of
                                         America;



 


		1.2.10	any
                                         reference to a “day”, “week”, “month” or “year”
                                         is to that day, week, month or year in accordance with the Gregorian calendar;



 


		1.2.11	if
                                         any period of time is specified from a given day, or the day of a given act or event,
                                         it is to be calculated exclusive of that day and if any period of time falls on a day
                                         which is not a business day, then that period is to be deemed to only expire on the next
                                         business day;



 


		1.2.12	references
                                         to documents “in the agreed form” means a document the terms of which have
                                         been approved by or on behalf of the Parties and a copy of which has been initialled
                                         for the purposes of identification by or on behalf of the Parties;



 


		1.2.13	the
                                         Annexures and Schedules to this Agreement shall have effect and be construed as an integral
                                         part of this Agreement, but in the event of any conflict or discrepancy between any of
                                         the provisions of this Agreement, such conflict or discrepancy shall, for the purposes
                                         of the interpretation and enforcement of this Agreement, be resolved by giving the provisions
                                         contained in the clauses of this Agreement priority and precedence over the provisions
                                         contained in the Annexures and Schedules to this Agreement;



 


		1.2.14	the
                                         headings and sub-headings in this Agreement are inserted merely for convenience of reference
                                         and shall be ignored in the interpretation and construction of any of the provisions
                                         contained herein;



 


		1.2.15	any
                                         agreement, notice, consent, approval, disclosure or communication under or pursuant to
                                         this Agreement shall be in writing;



 


		1.2.16	where
                                         any obligation in this Agreement is expressed to be undertaken or assumed by any Party,
                                         that obligation is to be construed as requiring that Party to exercise all rights and
                                         powers of control over the affairs of any other person which that Party is able to exercise
                                         (whether directly or indirectly) in order to secure the performance of the obligation;



 






    7


     


    

 


		1.2.17	a
                                         reference to a party to a document includes that party’s successors in title and
                                         permitted assigns;



 


		1.2.18	reference
                                         to a document shall include references to any sort of document whether paper or paperless
                                         and expressed or described on any substance either with alphabets, figures, symbols and/or
                                         marks;



 


		1.2.19	the
                                         words “hereto”, “herein”, “hereinafter”, “hereinbefore”,
                                         “hereof”, “hereunder”, and other words of similar import shall
                                         refer to this Agreement as a whole and not to any particular provision;



 


		1.2.20	“Ringgit
                                         Malaysia”, “RM” and “Sen” means the legal currency of Malaysia
                                         and “United States Dollars”, “USD” and “Cents” means
                                         the legal currency of the United States of America;



 


		1.2.21	no
                                         rule for the construction or interpretation of contracts shall apply to the disadvantage
                                         of a party for the reason that the party was responsible for the preparation of this
                                         Agreement or any part of it; and



 


		1.2.22	references
                                         to any time or date is to the time and date in Malaysia.



 


2. Transfer
Of Sale Shares


 


		2.1	Sale
and Purchase



 


Subject
to the terms and conditions of this Agreement:


 


		(a)	the
                                         Vendor shall sell and transfer to the Purchaser the Sale Shares free from all Encumbrances
                                         and together with all rights and benefits attaching thereto; and



 


		(b)	the
                                         Purchaser shall purchase and accept the transfer of the Sale Shares from the Vendor free
                                         from all Encumbrances and together with all rights and benefits attaching thereto from
                                         Completion.



 


		2.2	Purchase
                                         all Sale Shares



 


The
Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is
completed simultaneously.


 


		2.3	Pre-Emption
                                         Rights



 


The
Vendor hereby irrevocably waive in favour of the Purchaser any rights of pre-emption or other similar rights which they may have
been conferred under the Constitution or otherwise in respect of the Sale Shares.


 




    8


     


    

 


		2.4	Authority
                                         to Execute this Agreement:



 


Upon
signing of this Agreement, the Vendor shall deliver to the Purchaser a certified copy of the resolution of its board of directors
approving the execution of this Agreement.


 


		2.5	Utilisation
                                         of Cash in the Company



 


The
Parties agree that the Vendor is entitled to all Cash in the Company as of the Completion Date and further agree that the Vendor
shall be entitled to remove all Cash from the Company prior to Completion Date.


 


3.
Consideration


 


		3.1	Purchase
                                         Consideration



 


The
purchase consideration for the sale, purchase and transfer of the Sale Shares shall be the sum of United States Dollars Seven
Hundred and Seventy Five Thousand (USD775,000.00) (“Purchase Consideration”). The Parties mutually agree that
the payment of the Purchase Consideration by the Purchaser should be made in United States Dollars (USD).


 


		3.2	Payment
                                         of Purchase Consideration



 


		3.2.1	The
                                         Purchaser shall upon the execution of this Agreement pay to the Vendor the sum of United
                                         States Dollars One Hundred and Fifty Three Thousand (USD153,000.00) (“Deposit”)
                                         being approximately nineteen point seven four per centum (19.74%) of the Purchase Consideration,
                                         as part payment of and towards the account of the Purchase Consideration. Payment of
                                         the Deposit shall be made by electronic transfer of immediately available funds to the
                                         Vendor’s Bank Account; and



 


		3.2.2	The
                                         Purchaser shall pay to the Vendor the sum of United States Dollars Six Hundred and Twenty
                                         Two Thousand (USD622,000.00) (“Balance Purchase Consideration”), being
                                         the Purchase Consideration less the Deposit, by way of full settlement of the Indebtedness
                                         to the Vendor on the Completion Date in accordance with Clause 4.



 


4.
Repayment Of The Indebtedness To The Vendor


 


		4.1	The
                                         Vendor agrees to accept the repayment of, and the Purchaser agrees to, on behalf of the
                                         Company, repay the Indebtedness to the Vendor on the Completion Date by way of electronic
                                         transfer of immediately available funds to the Vendor’s Bank Account.



 


		4.2	The
                                         settlement of the Indebtedness to the Vendor in full by the Purchaser shall be treated
                                         as payment by the Purchaser of the Balance Purchase Consideration.



 






    9


     


    

 


		5.	Access
                                         to Information and the Real Property



 


		5.1	The
                                         Purchaser and its adviser shall be entitled to access to the relevant books, records,
                                         information, documents, data, statutory records and minute books (and to make copies
                                         of the same) of the Company and the Vendor shall ensure/procure that the Purchaser, its
                                         advisers and any other persons authorised by the Purchaser be given access as requested.



 


		5.2	The
                                         Vendor agrees and acknowledges that upon the execution of this Agreement, the Purchaser
                                         and any person authorised by it shall be entitled to freely gain access, enter upon,
                                         visit, inspect and examine the Real Property for the purpose of conducting soil testing
                                         and survey works on the Real Property.



 


6.
The Vendor’s Obligations Pending Completion


 


		6.1	Vendor’s
Primary Obligations



 


Save
and except where any prior written direction or consent of the Purchaser has been given to the Vendor (which direction or consent
shall not be unreasonably withheld or delayed) or as expressly contemplated under this Agreement, the Vendor hereby undertakes
to the Purchaser to ensure that as from the date of this Agreement and at all times up to the time of Completion, the Company
shall:


 


		6.1.1	preserve
                                         and maintain the Real Property in the same state and condition as it was at the date
                                         of this Agreement, fair wear and tear excepted save and except to give effect to this
                                         Agreement;



 


		6.1.2	neither
                                         make any payments nor sell, transfer, lease, let, assign, charge, grant any rights or
                                         easements or create any Encumbrance or dispose of or otherwise howsoever deal or part
                                         with possession of any of its assets and undertakings including the Real Property or
                                         any part or parts thereof or agree to do any of the foregoing save in the ordinary course
                                         of business;



 


		6.1.3	not
                                         acquire or buy any asset, undertaking or property save in the ordinary course of business;



 


		6.1.4	not
                                         acquire, purchase or subscribe for any shares, debentures, mortgages or securities (or
                                         any interest therein) in any company, trust or other body;



 


		6.1.5	not
                                         create or issue or agree to create or issue any share or loan capital (not having any
                                         effect on the shares) or give or agree to give any option or right or interest in respect
                                         of any share or loan capital (not having any effect on the shares) of the Company save
                                         as required under the terms of this Agreement;



 






    10


     


    

 


		6.1.6	not
                                         give any guarantee or indemnity to secure the liabilities or obligations of any persons;



 


		6.1.7	not
                                         hold or convene any general meeting which proposes or, passes a resolution which is prejudicial
                                         to this Agreement;



 


		6.1.8	save
                                         as required under the terms of this Agreement, not alter the capital or voting structure
                                         of the Company whether by:



 


		(a)	any
                                         increase, decrease, consolidation or sub-division in the issued share capital of the
                                         Company;



 


		(b)	altering
                                         any rights attaching to any class of the shares in the capital of the Company; or



 


		(c)	issuing
                                         any bonds and/or debentures and/or securities convertible into shares of the Company;



 


		6.1.9	not
                                         create or acquire any future subsidiary of the Company or of any shares in any future
                                         subsidiary of the Company;



 


		6.1.10	not
                                         alter the constitution of the Company in any respect except in compliance with requirements
                                         of law and/or any Public Authorities and/or as may be necessary to give effect to the
                                         terms of this Agreement;



 


		6.1.11	not
                                         incur any borrowing or Indebtedness outside the ordinary course of business;



 


		6.1.12	save
                                         as may be necessary to give effect to the terms of this Agreement, not implement any
                                         fund raising exercise (whether by way of the issuance of debt or equity securities);



 


		6.1.13	not
                                         be a party to any new contract, transaction, obligation, commitment, arrangement or liability
                                         (actual or contingent) save and except to give effect to this Agreement;



 


		6.1.14	maintain
                                         the books, accounts and records of the Company on a basis consistent with prior years
                                         and shall not change the provisioning and/or accounting policies of the Company;



 


		6.1.15	comply
                                         in all respects with all applicable laws, rules, regulations and orders to which it is
                                         subject;



 


		6.1.16	not
                                         do or permit or suffer to be done any act or thing whereby the Company may be wound up
                                         (whether voluntarily or compulsorily);



 


		6.1.17	not
                                         start, defend, delay, waive, compromise or settle any mediation, litigation or arbitration
                                         proceedings or any action, demand or dispute or waive a right in relation to litigation
                                         or arbitration proceedings in respect of any claims;



 






    11


     


    

 


		6.1.18	not
                                         release any debtor on terms that it pays less than book value of its debt and no debt
                                         owing to the Company has been deferred, subordinated or written off or is irrevocable;



 


		6.1.19	not
                                         employ any employee or engage any new consultant;



 


		6.1.20	not
                                         release, extinguish, compromise, alter, change or amend any rights which the Company
                                         may have against any party including its contractors or suppliers save and except to
                                         give effect to this Agreement;



 


		6.1.21	not
                                         change the auditors of the Company; and



 


		6.1.22	not
                                         change the Company Secretary.



 


		6.2	Vendor’s
Other Undertakings



 


		6.2.1	Existing
                                         Charges



 


		(a)	The
                                         Company has fully settled the debts secured by the Existing Charges as at the date of
                                         this Agreement and the Vendor agrees to at its own costs and expenses use its best endeavours
                                         to procure the registration of the discharge of the Existing Charges with the CCM within
                                         one (1) month from the Completion Date.



 


		(b)	In
                                         the event that the discharge of the Existing Charges is not registered with the CCM within
                                         one (1) month from the Completion Date, the Parties agree to cooperate to procure the
                                         registration of the discharge of the Existing Charges as soon as practicable provided
                                         always that all costs and expenses are solely borne by the Vendor.



 


		6.2.2	Liabilities
                                         of the Company



 


The
Vendor agrees that it shall procure that all liabilities of the Company which are incurred or arising from acts or transactions
prior to Completion shall be satisfied / discharged and following Completion, shall indemnify and hold the Purchaser and the Company
harmless in respect of such liabilities subject always to Clause 9.


 


7.
Completion


 


		7.1	When
Completion Takes Place



 


Completion
shall take place on the Completion Date:


 


		(a)	At
                                         11.00 am at Skrine’s office at Level 8, Wisma UOA Damansara, 50 Jalan Dungun, Damansara
                                         Heights, 50490 Kuala Lumpur or such other place as the Parties may agree upon; or



 


		(b)	at
                                         any other place or time as mutually agreed in writing by the Vendor and the Purchaser.


 






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		7.2	Mechanism
of Completion



 


Parties
hereby agree that this Agreement is deemed completed as and when the Indebtedness to the Vendor is duly settled by the Purchaser
pursuant to Clause 4.
On the Completion Date, the Parties agree that the following shall take place concurrently:


 


		(a)	The
                                         Vendor or the Vendor’s agents, advisers or representatives shall deliver to the
                                         Purchaser or the Purchaser’s agents, advisers or representatives as may be directed
                                         by the Purchaser the documents set out in Schedule 5;



 


		(b)	The
                                         Purchaser shall pay the Indebtedness to the Vendor which shall be treated as the Balance
                                         Purchase Consideration by way of electronic transfer of immediately available funds to
                                         the Vendor’s Bank Account.



 


		7.3	If
                                         the Purchaser does not comply with Clause
                                         7.2 by the Completion Date, the Vendor may, without
                                         prejudice to any other rights it has terminate this Agreement by notice in writing to
                                         the Purchaser.



 


		7.4	Specific
Performance



 


Notwithstanding
the foregoing provisions of this Clause 7,
the non-defaulting Party shall be entitled to take such action in law as may be necessary to compel the defaulting Party by way
of specific performance to complete the transaction contemplated in this Agreement (in which respect the alternative remedy of
monetary compensation shall not be regarded as compensation or sufficient compensation for any default of a Party in the performance
of the terms and conditions herein).


 


		7.5	Upon
                                         Completion the Purchaser shall cause all of the Sale Shares to be registered in the name
                                         of the Purchaser as soon as reasonably possible in accordance with applicable laws. The
                                         Vendor shall do such acts, deeds and things as may be reasonably requested by the Purchaser
                                         to cause the Sale Shares to be registered as aforesaid. 



 


8. Vendor’s
Warranties


 


		8.1	Except
                                         as expressly provided in the Vendor’s Warranty to the contrary, the Vendor hereby
                                         warrants to the Purchaser that the information and statements set out in the Vendor’s
                                         Warranties set out in Schedule 3 are true, fair and accurate in all respects at
                                         the date of this Agreement.



 


		8.2	The
                                         Vendor acknowledges and agrees that the Purchaser has entered into this Agreement in
                                         reliance on the Vendor’s Warranties.



 






    13


     


    

 


		8.3	Each
                                         of the Vendor’s Warranties is separate and is to be construed independently of
                                         the others.



 


		8.4	If,
                                         after the date of this Agreement and prior to Completion, the Vendor shall become aware
                                         of any event which occurs or matter which arises which results or may result in any of
                                         the Vendor’s Warranties being untrue or incorrect, the Vendor shall immediately
                                         notify the Purchaser in writing fully thereof.



 


9.
Limitation of Liability of Vendor


 


		9.1	Disclosure
                                         by Vendor



 


		9.1.1	The
                                         Vendor shall not be liable in respect of a Claim to the extent that the facts and circumstances
                                         giving rise to the Claim:



 


		(a)	have
                                         been Disclosed;



 


		(b)	are
                                         set out in this Agreement;



 


		(c)	are
                                         expressly contemplated under this Agreement;



 


		(d)	to
                                         the extent that the Claim relates to any matter fairly disclosed in the Accounts made
                                         up to the Accounts Date;



 


		(e)	are
                                         available in the public domain including via searches undertaken at the relevant land
                                         office/registry, CCM and Department of Insolvency;



 


		(f)	contained
                                         in any information, documents and papers the originals or copies of which have been supplied
                                         to, and all correspondence (including attachments and enclosures) which has been sent
                                         to, one or more of the Purchaser, the Purchaser’s accountants/financial advisers, the
                                         Purchaser’s legal advisers or any other person acting on behalf of the Purchaser by or
                                         on behalf of the Company, the Vendor, each of the Vendor ’s or Company’s accountants/financial
                                         advisers, solicitors or any other person acting on behalf of the Vendor or Company, in
                                         each case whether supplied subject to any obligation of confidentiality or otherwise;



 


		(g)	have
                                         been supplied to the Purchaser by its officers, employees or professional advisers during
                                         meetings with officers, employees or professional advisors of the Company or the Vendor
                                         whether or not reduced to writing; and/or



 


		(h)	contained
                                         in any written notices, correspondence, information, documents provided by the Vendor,
                                         the Company or any of their respective officers, employees or professional advisers to
                                         the Purchaser and/or its officers, employees or professional advisers up to the time
                                         of Completion disclosing facts, matters, information or events the non-disclosure of
                                         which would otherwise render a Vendor’s Warranty untrue, inaccurate or misleading.



 






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		9.2	Time
Limit for Claims against Vendor



 


		9.2.1	The
                                         Vendor shall not be liable for any Claim unless the Purchaser gives notice to the Vendor
                                         of any event, matter or circumstance which could reasonably be expected to give rise
                                         to the Claim within thirty (30) days of the Purchaser or any of its Affiliates becoming
                                         aware of such event, matter or circumstance together with reasonable details of such
                                         event, matter or circumstance then known to the Purchaser or its Affiliates.



 


		9.2.2	The
                                         Vendor shall not be liable for any Claim and the Purchaser shall be deemed to have irrevocably
                                         waived its right to the Claim unless the Purchaser gives to the Vendor a Claim Notice
                                         on or before the date being one (1) year from the Completion Date except for those claims
                                         provided under Clause 9.4.1 in which instance a Claim Notice shall be given by the Purchaser
                                         to the Vendor on or before the date being two (2) years from the Completion Date.



 


		9.2.3	For
                                         the avoidance of doubt, the Parties acknowledge and agree that this Clause 9.2
                                         does not and is not intended to operate as a restraint of legal proceedings for the purposes
                                         of Section 29 of the Contracts Act, 1950, and merely relates to the time period within
                                         which the Purchaser must notify the Vendor of a pending Claim, in order for the Purchaser’s
                                         contractual right to make a Claim to subsist.



 


		9.2.4	To
                                         the extent that a Claim arises out of a liability which at the time of service of the
                                         Claim Notice on the Vendor is contingent only (“Contingent Claims”),
                                         the Vendor shall not be under any obligation to make any payment to the Purchaser until
                                         the liability ceases to be contingent.



 


		9.3	Monetary
Limit for Claims against Vendor



 


		9.3.1	The
                                         aggregate liability of the Vendor in respect of Claims shall not exceed thirty percent
                                         (30%) of the Purchase Consideration.



 


		9.3.2	The
                                         Vendor shall have no liability in respect of any Claim unless:



 


		(a)	the
                                         amount of any individual Claim exceeds USD50,000.00 in which case the Vendor shall be
                                         liable for the full amount and not just the excess amount; and



 


		(b)	the
                                         aggregate amount of all Claims exceeds USD50,000.00. For the avoidance of doubt, all
                                         individual Claims below the threshold set out in Clause 9.3.2(a) shall not be
                                         included in calculating the aggregate amount of all Claims under this Clause 9.3.2(b).



 
For
the avoidance of doubt, the Vendor shall have no liability in respect of a Claim unless both Clauses 9.3.2(a) and (b)
are satisfied in which case the Vendor shall be liable for the full amount and not just the excess amount.


 






    15


     


    

 


		9.4	Recovery
from Third Parties and Conduct of Claims



 


		9.4.1	Clause
                                         9.4.2 shall apply in circumstances where:



 


		(a)	any
                                         claim is made against the Purchaser or the Company which may give rise to a Claim by
                                         the Purchaser against the Vendor;



 


		(b)	the
                                         Purchaser is or may be entitled to make recovery from some other person of any sum in
                                         respect of any facts or circumstances by reference to which the Purchaser has or may
                                         have a claim against the Vendor; or



 


		(c)	the
                                         Vendor shall have paid to the Purchaser an amount in respect of a Claim and subsequent
                                         to the making of such payment the Purchaser becomes or shall become entitled to recover
                                         from some other person a sum in respect of the loss or liability which is the subject
                                         matter of the claim.



 


		9.4.2	The
                                         Purchaser shall:



 


		(a)	in
                                         respect of any claim in the case of Clauses 9.4.1(a) and (b), allow the
                                         Vendor to, at its own cost, have the right to assume and take full control of the proceeding
                                         and/or matter via the Purchaser or the Company including settling, negotiating, defending
                                         and/or appealing the proceeding and/or matter and the Purchaser shall ensure that the
                                         Purchaser and the Company abide by the instructions of the Vendor with respect to the
                                         same. The Purchaser shall also ensure that the Purchaser and the Company provide the
                                         Vendor with the cooperation and assistance (as may be required by the Vendor) to assume
                                         and take control of the proceeding and matter including providing the necessary information
                                         and documentation. The Purchaser shall notify the Vendor of any Claim (“Claim
                                         Notification”) and provide the relevant information and documentation to the
                                         Vendor as soon as possible (in any event no later than five (5) business days from the
                                         date the Purchaser or the Company receives or is aware of the notification of any proceeding,
                                         claim or demand), and where the Vendor wishes to exercise its right to assume and take
                                         control of the proceedings and/or matter, the Vendor shall notify the Purchaser within
                                         the time prescribed under the Claim Notification (which shall be no less than five (5)
                                         business days) failing which, the Purchaser and/or the relevant Company shall have the
                                         right to assume and take full control of such proceedings and/or matter;



 






    16


     


    

 


		(b)	not
                                         make any admission of liability, waive its rights, make any settlement and/or promise
                                         to pay without the prior written consent of the Vendor;



 


		(c)	in
                                         the event that the Vendor exercises its right to assume and take control of the proceedings
                                         and/or matter within the time prescribed under the Claim Notification, any amount payable
                                         by the Vendor pursuant to a Claim, shall only arise once the relevant matters under Clauses
                                         9.4.1(a) and (b) above:



 


		(i)	is
                                         final and not subject to further appeal and/or review; or



 


		(ii)	the
                                         Vendor decides not to appeal the matter any further provided that in the event that the
                                         Vendor does not file an appeal within the prescribed time for appeal under the applicable
                                         law, the Vendor shall be deemed to have decided not to appeal the matter further;



 


		(d)	in
                                         the case of Clause 9.4.1(c) only, promptly repay to the Vendor an amount equal
                                         to the lower of (i) the amount so recovered from the third party less any costs and expenses
                                         incurred in obtaining recovery and less any taxation attributable to the recovery after
                                         taking account of any tax relief available in respect of any matter giving rise to the
                                         claim or (ii) the amount previously paid by the Vendor to the Purchaser.



 


		9.4.3	In
                                         addition to the Purchaser’s obligations under Clause 9.4.2, the Purchaser
                                         shall promptly:



 


		(a)	notify
                                         the Vendor of any claim made against the Company as referred to in Clause 9.4.1,
                                         or any right of recovery which is or might be available, as referred to in Clauses
                                         9.4.1(b) and (c), after the Company or the Purchaser becomes aware of the
                                         same;



 


		(b)	keep
                                         the Vendor fully informed of all developments in relation to any claim, or right of recovery,
                                         as referred to in Clause 9.4.2(a); and



 


		(c)	provide
                                         all such information and documentation (no matter how it is recorded or stored) as the
                                         Vendor shall reasonably request in connection with any claim, or right of recovery, as
                                         referred to in Clause 9.4.2(a); subject to the Vendor agreeing (i) to keep all
                                         such information confidential, and (ii) use such information only for the purpose of
                                         investigating and defending the claim in question.



 


		9.5	No
Liability to the Extent of the Loss Provided or Reserved



 


In
relation to the Company, if and to the extent that specific provision or reserve is made for the matter giving rise to the Claim
in the Accounts made up to the Accounts Date, the Vendor’s liability for such Claim shall be limited to the excess over
such specific provision or reserve.


 






    17


     


    

 


		9.6	No
Double Recovery



 


The
Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once for
the same loss, damage, deficiency or breach, if and to the extent the loss, damage or deficiency are or have been included in
a claim under this Agreement which has been satisfied.


 


		9.7	Opportunity
to Remedy



 


No
liability shall attach to the Vendor in respect of any claim if and to the extent that the breach giving rise to such claim is
capable of remedy (without cost or loss to the Company or Purchaser) except to the extent that the relevant breach remains unremedied
(without such cost) after the expiry of thirty (30) days following receipt by the Vendor of notice from the Purchaser giving full
particulars of the relevant breach and requiring it to be so remedied. Both Parties shall use all reasonable endeavours to resolve
and remedy any such breach or inconsistency by mutual good faith discussions.


 


		9.8	Termination
of Claims



 


The
liability of the Vendor shall cease and any subsisting Claim shall be withdrawn upon the Purchaser ceasing to hold shares in the
Company.


 


		9.9	Corresponding
Benefit



 


In
assessing any damages or other amounts recoverable under this Agreement there shall be taken into account the value of any benefit
accruing to the Company or the Purchaser in consequence of the matter or circumstances giving rise to the claim pursuant to which
the damages or such other amounts become recoverable, including, without prejudice to the generality of the foregoing, any amount
of any tax relief obtained by the Company or the Purchaser and any amount by which any tax for which the Company or the Purchaser
is or may be liable to be assessed or made accountable is actually reduced or extinguished arising as a direct consequence of
such matter or circumstances.


 


		9.10	Keeping
of Records and Purchaser to Provide Information to Vendor



 


Without
prejudice to the validity of the Claim, upon any Claim being made against the Vendor, the Purchaser agrees that the Company shall
make available to accountants and other professional advisers appointed by the Vendor such reasonable access to the Company’s
personnel and to any relevant records and information of the Company as the Vendor may reasonably request in connection with such
Claim. The Vendor agrees to keep and procure that its accountants and other professional advisers keep, all such information confidential
and only to use it for the purpose of the Claim in question, and to pay all reasonable costs and expenses incurred by the relevant
Company in this connection.


 






    18


     


    

 


		9.11	Survival
of these Provisions



 


The
provisions of this Clause 9 will not be discharged or cease to have effect in consequence of any rescission or termination
of any other provisions of this Agreement.


 


		9.12	Other
Exclusions



 


		9.12.1	The
                                         Vendor shall not be liable in respect of a Claim to the extent that the Claim arises
                                         or is increased as a result of:



 


		(a)	any
                                         change in the general business, political or economic conditions (including financial
                                         securities markets or currency movements) in Malaysia or globally, or the general business
                                         or economic conditions of the industry in which the Company operates;



 


		(b)	any
                                         change in accounting standards adopted by the Company post-Completion;



 


		(c)	any
                                         event, matter or circumstance arising out of any action taken by the Purchaser (or any
                                         failure to take any such action expressly required by this Agreement), any action taken
                                         by the Vendor at the written request of the Purchaser, or any action taken by the Vendor
                                         with the Purchaser’s prior written consent;



 


		(d)	any
                                         event, matter or circumstance arising out of the compliance by the Vendor with the express
                                         terms of, or the taking of any action by Vendor required by or to give effect to, this
                                         Agreement;



 


		(e)	any
                                         industrial action, strike, lock-out, sit-in or other industrial, trade, labour or employee-related
                                         dispute (whether threatened or otherwise); or



 


		(f)	any
                                         event, matter or circumstance that has been Disclosed.



 


10.
Purchaser’s Warranties


 


		10.1	Except
                                         as expressly provided in the Purchaser’s Warranties to the contrary, the Purchaser
                                         hereby warrants to the Vendor that the information and statements set out in the Purchaser’s
                                         Warranties in Schedule 4 are true, fair and accurate in all respects at the date
                                         of this Agreement and will continue to be so up to and including Completion. To this
                                         effect, the Purchaser’s Warranties shall be deemed to be repeated on Completion
                                         if they had been entered into afresh during the said period in relation to the facts
                                         and circumstances then existing.



 






    19


     


    

 


		10.2	The
                                         Purchaser acknowledges and agrees that the Vendor has entered into this Agreement in
                                         reliance on the Purchaser’s Warranties.



 


		10.3	Each
                                         of the Purchaser’s Warranties is separate and is to be construed independently
                                         of the others.



 


		10.4	The
                                         Purchaser shall indemnify and shall keep the Vendor indemnified against all losses, damages,
                                         costs, expenses and outgoings which the Vendor may incur or be liable for in respect
                                         of any claim, demand, liability, action, proceedings or suits arising out of or in connection
                                         with:



 


(a) a
breach of a Purchaser’s Warranty;


 


(b) any
Purchaser’s Warranty not being true and fair in all respects; or


 


(c) any
Purchaser’s Warranty being misleading in any respect.


 


		10.5	Notwithstanding
                                         Completion, the Purchaser’s Warranties, indemnities and undertakings given by the
                                         Purchaser shall continue thereafter to subsist for so long as may be necessary for the
                                         purpose of giving effect to each and every one of those clauses in accordance with the
                                         terms thereof.



 


		10.6	If
                                         the Purchaser shall become aware, or reasonably ought to be aware, of any event which
                                         occurs or matter which arises which results or may result in any of the Purchaser’s
                                         Warranties being unfulfilled, untrue, misleading or incorrect, the Purchaser shall immediately
                                         notify the Vendor in writing fully thereof.



 


11.
Termination


 


		11.1	The
Vendor’s Breach



 


Upon
the Purchaser becoming aware of the occurrence of any of the events stated hereunder, the Purchaser shall have the right to give
notice in writing to the Vendor specifying the default or breach requiring the Vendor to remedy the said default or breach to
the satisfaction of the Purchaser within thirty (30) days of the receipt of such notice. The events are:


 


		(a)	Breach



 


there
occurs a breach of a Vendor’s Warranty referred to in paragraphs A, B1, B2 and B3 of Schedule 3;


 


		(b)	Receiver/Special
                                         Administrator



 


a
receiver, receiver and manager, special administrator, trustee or similar official is appointed over any of the assets or undertaking
of the Vendor or the Company;


 




    20


     


    

 


		(c)	Insolvency



 


the
Vendor or the Company is or becomes unable to pay its debts when they are due or becomes unable to pay its debts within the meaning
of the Act or any other legislation regarding insolvency of the jurisdiction in which it carried on business;


 


		(d)	Arrangements



 


the
Vendor or the Company enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for
the benefit of, its creditors or any class of them;


 


		(e)	Winding
                                         Up



 


an
application or order is made for the winding up or dissolution of the Vendor or the Company or a resolution is passed or any steps
are taken to pass a resolution for the winding up or dissolution of the Vendor or the Company otherwise than for the purpose of
an amalgamation or reconstruction which has the prior written consent of the Purchaser; and


 


		(f)	Events
                                         of Default



 


the
Vendor or the Company commit(s) any act or omits to do any act which results in the breach or non-fulfilment of any term or condition
of any banking, finance or credit facility which has the effect of causing the events specified in Clauses 11.1(b), (c), (d)
and (e) to occur.


 


		11.2	If
                                         the Vendor fails to remedy the relevant default or breach within the said thirty (30)
                                         days to the satisfaction of the Purchaser, the Purchaser shall be entitled to:



 


		(a)	give
                                         notice to the Vendor to terminate this Agreement if prior to Completion and upon such
                                         termination, the Vendor shall, within seven (7) business days from the date of termination,
                                         refund to the Purchaser the Deposit without any interest whereupon this Agreement shall
                                         immediately cease to have any effect save that the Purchaser shall be entitled to make
                                         a Claim for damages for any Losses incurred as a result of the Vendor’s default
                                         of Clause 11.1; or



 


		(b)	pursue
                                         a Claim for damages if subsequent to Completion.



 


		11.3	The
                                         rights and remedies of the Purchaser in respect of any breach of the terms and conditions
                                         herein shall not be affected by Completion, save and except where there is written waiver
                                         or release pursuant to Clause 15.4 below.



 


		11.4	The
Purchaser’s Breach



 


Upon
the Vendor becoming aware of the occurrence of any of the events stated hereunder, the Vendor shall have the right to give notice
in writing to the Purchaser specifying the default or breach requiring the Purchaser to remedy the said default or breach to the
satisfaction of the Vendor within fourteen (14) days of the receipt of such notice. The events are:


 






    21


     


    

 


		(a)	Breach



 


the
Purchaser breaches any of the terms or conditions of this Agreement or if the Purchaser fails to perform or observe any of the
undertaking, obligation or agreement in this Agreement. For this purpose, Clause 4.1 and the Purchaser’s Warranties referred
to in Schedule 4 are deemed material and fundamental terms or conditions of this Agreement;


 


		(b)	Insolvency



 


the
Purchaser is or becomes unable to pay its debts when they are due or becomes unable to pay its debts within the meaning of the
Act or any other legislation regarding insolvency of the jurisdiction in which it carried on business;


 


		(c)	Arrangements



 


the
Purchaser enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit
of, its creditors or any class of them; and


 


		(d)	Events
                                         of Default



 


the
Purchaser commit(s) any act or omits to do any act which results in the breach or non-fulfilment of any term or condition of any
banking, finance or credit facility which has the effect of causing the events specified in Clauses 11.4(b) and (c) to
occur.


 


		11.5	If
                                         the Purchaser fails to remedy the relevant default or breach within the said fourteen
                                         (14) days to the satisfactory of the Vendor, the Vendor shall be entitled to:



 


		(a)	give
                                         notice to the Purchaser to terminate this Agreement if prior to Completion and upon such
                                         termination, the Vendor is entitled to forfeit the Deposit as agreed liquidated damages
                                         whereupon this Agreement shall immediately cease to have any effect and shall become
                                         null and void, free from any liability and no Party shall have any claim or claims against
                                         the other Party save and except for any antecedent breach, and without prejudice to such
                                         other rights the Parties may have under the laws in respect of any antecedent breach;
                                         or



 


		(b)	pursue
                                         a claim for damages if subsequent to Completion.



 


		11.6	The
                                         rights and remedies of the Vendor in respect of any breach of the terms and conditions
                                         herein shall not be affected by Completion, save and except where there is written waiver
                                         or release pursuant to Clause 13.4 below.



 






    22


     


    

 


12. Confidentiality


 


		12.1	The Parties agree that the contents of this Agreement and all information provided by one Party
to the other Party in connection with this Agreement or in the course of the negotiations of this Agreement and all information
concerning the matters contemplated in this Agreement (“Confidential Information”) shall, unless such information
is required for the purpose of performing the Parties’ obligations contemplated in this Agreement, be held in strict confidence
by each Party and its respective officers, employees, agents, advisers and servants and shall not be made known to any other party
without prior written consent of the Parties.



 


		12.2	The Parties shall not make any announcement or disclosure of the Confidential Information, except
where such Party reasonably determines that a disclosure or announcement is required by law, rule, regulation, judicial or government
order, subpoena, the listing requirements of any stock exchange on which the shares of such Party or of its holding company are
listed or other legal process, in which case such Party shall provide the other Party with written notice, to the extent practical
and permitted by law, regulation or judicial, governmental or regulatory authority or the relevant stock exchange on which the
shares of such Party or of its holding company are listed, of any such request or requirement so that the other Party may seek
a protective order or other appropriate remedy provided that no such prior notification shall be required in respect of any disclosure
to judicial, governmental or regulatory authorities or stock exchange having jurisdiction over the Party.



 


		12.3	The Parties hereby agree to provide all assistance in connection with the preparation of any disclosure
or announcement required to be made as referred to in Clause 12.2 above and, in connection therewith, shall provide all
information required by the Party for such disclosure or announcement required by law, rule, regulation, judicial or government
order, subpoena, the listing requirements of any stock exchange having jurisdiction over the Party.



 


		12.4	Nothing in this Agreement shall restrict the Parties’ right to use, disclose or otherwise
deal with any of the Confidential Information in any of the following circumstances:



 


		(a)	if and to the extent that such Confidential Information was in the public domain at the time that
it was made known to a Party or subsequently becomes so otherwise than as a result of a breach of the provisions of this Agreement
by the Party; or



 


		(b)	if such disclosure is required by law or by an order of a court of competent jurisdiction.



 


		12.5	This restriction shall continue to apply after the expiration or sooner termination of this Agreement
without limit in point of time but shall cease to apply to information or knowledge which may properly come into the public domain
through no fault of the Parties so restricted.



 






    23


     


    

 


13. General


 


		13.1	Notices



 


A notice or
other communication including, but not limited to, a request, demand, consent or approval to or by a Party to this Agreement:


 


		(a)	must be in legible writing and in English addressed as shown below:



 


		(1)	if to the Vendor:



 


	Address	:	900 East Green Street, Bensenville, Illinois 60106, United States of America
	Attention	:	Mr Timothy Brog
	Tel No.	:	  +1 (847) 457-3410
	Email address	:	Tbrog@rubicontechnology.com


 


 


		(2)	if to the Purchaser:



 


	Name	:	KANG LEAN HIANG
	Address	:	
        11A, Lorong Orchard Villa
        2

        Taman Orchard Villa

        14100 Simpang Ampat

        Pulau Pinang

	Tel No.	:	04-582 0221
	Email address	:	jasmine.kang@deenon.com 


 


		(b)	is deemed to be given by the sender and received by the addressee:



 


		(1)	if by delivery in person, when delivered to the addressee; or



 


		(2)	if sent by post, five (5) business days from and including the date of postage; or



 


		(3)	if sent by courier service, at the time of signature of the courier’s delivery receipt; or



 


		(4)	if transmitted by way of electronic mail, at the time of transmission as shown on the date stamp
of the email,



 


provided that
if deemed receipt under the previous paragraphs is not within the business hours of a business day (meaning 9.00a.m. to 5.00p.m.
on a business day), it is deemed received on the next business day; and


 


		(c)	can be relied on by the recipient and the recipient will not be liable to any other person for
any consequences of that reliance if the recipient believes it to be genuine, correct and duly authorised by the sender.



 


The Parties
hereto shall promptly notify each other of any changes in the above details which shall be substituted for the above from the date
of such notification.


 



    24


     


    

 


		13.2	Governing Law



 


This Agreement
is governed by the laws of Malaysia. The Parties submit to the non-exclusive jurisdiction of the courts of Malaysia.


 


		13.3	Enforceability



 


		(a)	If one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in
any respect under any applicable law or decision, the validity, legality or enforceability of the remaining provisions contained
herein shall not be affected or impaired in any way.



 


		(b)	Each Party shall, in any such event, execute such additional documents as the other Parties may
reasonably request in order to give valid, legal and enforceable effect to any provision which is determined to be invalid, illegal
or unenforceable.



 


		(c)	If any provision shall be void, illegal or unenforceable but would be valid and enforceable if
read down, then that provision shall be read down to the extent necessary to render the provision valid and enforceable.



 


		13.4	Waivers



 


		(a)	Waiver of any breach of this Agreement or of any right, power, authority, discretion or remedy
arising upon a breach of or default under this Agreement, must be in writing and signed by or on behalf of the Party granting the
waiver.



 


		(b)	A breach of or default under this Agreement is not waived by any failure or delay by the other
Party in exercising or partial exercise of any right, power, authority, discretion or remedy under this Agreement.



 


		(c)	A right, power, authority, discretion or remedy created or arising upon a breach of or default
under this Agreement shall not be waived by any failure or delay in the exercise, or a partial exercise, of that or any other right,
power, authority, discretion or remedy.



 


		13.5	Variation



 


Any amendment,
variation or modification of any term of this Agreement must be in writing and signed by all Parties.


 






    25


     


    

 


		13.6	Arbitration



 


		(a)	If any dispute or difference arises out or in connection with this Agreement, the parties shall
use their best endeavours to resolve the dispute by mutual good faith discussions within a period of thirty (30) days;



 


		(b)	Should the discussions fail, the parties shall resort to resolve the dispute by way of arbitration
within thirty (30) days after 13.6(a) wherein either party shall give notice to the other of the intention to initiate arbitration
proceedings;



 


		(c)	The number of arbitrators shall be one. The place of arbitration shall be Kuala Lumpur and the
Arbitration Rules of the Asian International Arbitration Centre (AIAC) shall apply. Judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof; and



 


		(d)	Any litigation suits initiated by any part in relation to the dispute shall be stayed until the
arbitration proceedings are disposed.



 


		13.7	Time



 


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


 


		13.8	Cost and Expenses



 


		(a)	All costs and stamp duty payable in respect of the transfer of the Sale Shares to the Purchaser
shall be borne by the Purchaser including the stamp duty payable on this Agreement.



 


		(b)	Each Party shall bear its own costs and expenses in respect of the preparation and execution of
this Agreement.



 


		13.9	Interest



 


The Parties
agree that in the event the Vendor or the Vendor’s Solicitors (as the case may be) fails or refuses or neglects to refund
any monies required to be refunded or paid to the Purchaser pursuant to Clauses 4.6 and 11.2(a) within the time stipulated
therein, the Vendor shall be liable to pay to the Purchaser an additional interest of eight per centum (8%) per annum on the sum
to be refunded calculated from the date due for the refund until the date of receipt of the full refund together with the said
interest.


 


		13.10	Further Assurances



 


Each Party
must do all things necessary (including, but not limited to, executing all documents) to give effect to this Agreement.


 




    26


     


    

 


		13.11	Entire Agreement



 


This Agreement
constitutes the entire agreement between the Parties in respect of the subject matter and transaction contemplated therein and
supersedes all previous agreements, arrangements and undertakings (if any) between the Parties.


 


		13.12	Counterparts



 


This Agreement
may be executed in any number of counterparts and all such counterparts when taken together shall constitute one and the same instrument.


  


[the remainder of this
page is intentionally left blank]


 




    27


     


    

 


IN WITNESS WHEREOF the Parties
have hereunto executed this Agreement on the date first appearing.


 


BY THE VENDOR


 


	Signed for and on behalf of	 	)
	RUBICON TECHNOLOGY INC.	 	)
	(Company No.: XLZ00215088)	 	)
	in the presence of:	 	)
	 	 	 
	 	 	Name:
	 	 	Designation:
	 	 	NRIC No./Passport No.:
	 	 	 
	UNITED STATES OF AMERICA;	 	 
	STATE OF CONNECTICUT; 	 	 
	COUNTY OF FAIRFIELD:	 	 
	 	 	 
	On November 25, 2020, before me personally came TIMOTHY BROG, to me known, and did depose and say that he is the Chief Executive Officer of Rubicon Technology, Inc., a Delaware corporation, described in and which executed the foregoing document.	 	 
	 	 	 
	 	 	 
	Notary Public	 	 


 


BY
THE PURCHASER


 


	Signed by	 	)
	KANG LEAN HIANG	 	)
	(NRIC No.: 660723-08-5401)	 	)
	in the presence of:	 	 
	 	 	KANG LEAN HIANG
	 	 	 
	 	 	 
	Witness	 	 
	Name:	 	 
	NRIC No./Passport No.:	 	 


 



    28


     


    

 


Schedule 1 – Particulars
of the Company


 


	Company	Rubicon Sapphire Technology (Malaysia) Sdn. Bhd. 
	Company Registration no.	200901017303 (860400-A)
	Date and place of incorporation	Incorporated in Malaysia on 11 June 2009
	Registered Address	Suite A, Level 9, Wawasan Open University, 54, Jalan Sultan Ahmad Shah, 10050 Georgetown, Pulau Pinang
	Type of company	Private company limited by shares
	Issued share capital and number of issued shares	31,000,000 comprising of 31,000,000 ordinary shares
	Registered shareholder and shares held	Rubicon Technology Inc. holds 31,000,000 ordinary shares
	Directors	
        1.       Timothy
        E Brog (Passport No. 575016077)

         

        2.       P’ng
        Su Ching (NRIC No. 851126-07-5362)

         

	Company Secretary	
        1.       Lim
        Choo Tan (NRIC No. 680920-07-5198)

         

        2.       Chew
        Siew Cheng (NRIC No. 720405-07-5218)

         

	Auditors	Grant Thornton (AF0042)
	Financial Year End	31 December


 


[end
of Schedule 1]


 




    29


     


    

 


Schedule 2 – Real Property


 


	No.	Description of Real Property	Registered Owner	Tenure	Category of Land Use	Express Condition	Restriction in Interest	Encumbrance
	1.	Land held under PN 10913, Lot 10008, Mukim 01, Daerah Seberang Perai Tengah, Negeri Pulau Pinang	Company	Leasehold of 60 years, expiring on 15 March 2071	Industrial	
        (i)   This
        land can only be used for industrial purposes only.

         

        (ii)  The
first owner after the Penang Development Corporation shall within two (2) years from the date the transfer is registered or within
the period approved by the state authority, constructs factory building(s) on this land in accordance with the plan approved by
the local authority.
	This land shall not be transferred, charged, leased or sub-leased, tenanted or be dealt with in any dealings whatsoever without the written consent of the state authority.	Nil


 


[end of Schedule 2]


 




    30


     


    

 


Schedule 3 – Vendor’s
Warranties


 


		A.	VENDOR



 


		1.	Existence and Capacity of the Vendor



 


		1.1	The Vendor is a company duly incorporated and validly existing under the laws of the United States
of America and has taken all corporate and other actions necessary to enable the Vendor to enter into this Agreement and has secured
all approvals and consents (governmental or otherwise) required for the performance of the transactions contemplated by this Agreement.



 


		1.2	The Vendor has full power and authority to enter into this Agreement and perform its obligations
herein contained.



 


		1.3	This Agreement constitutes valid, legal and binding obligations on the Vendor and is enforceable
in accordance with its terms.



 


		1.4	The execution and delivery of this Agreement and performance of the obligations contained herein
by the Vendor will not violate any applicable laws or documents to which the Vendor are a party or binding on the Vendor.



 


		1.5	Completion of the transactions contemplated by this Agreement by the Vendor will not:



 


		1.5.1	conflict with or result in the breach of or accelerate the performance provided by, the terms of
any agreement or deed to which the Vendor may be bound or affected; or



 


		1.5.2	constitute a default or an event which, with the lapse of time or action by a third party, could
result in the creation of any Encumbrance, equity, claim or restriction on any of the Sale Shares.



 


		B.	THE COMPANY 



 


		1.	Corporate Information



 


The information
contained in Schedule 1 in respect of the Company is true and accurate in all respects.


 


		2.	Corporate existence



 


The Company:


 


		2.1	is duly incorporated and validly existing under the laws of Malaysia;



 


		2.2	has the power to own assets and to carry on the business as is now being carried on by the Company;
and



 


		2.3	has not been wound up and no order has been made or petition presented or resolution passed for
its winding-up.



 


		3.	The Sale Shares 



 


		3.1	The Vendor is the sole legal and beneficial owner of the Sale Shares free from all Encumbrances.



 


		3.2	The Sale Shares represent all of the total issued share capital of the Company.



 






    31


     


    

 


		3.3	The Vendor owns and controls absolutely and without any restriction the exercise of each right
and power attached to the Sale Shares under applicable law including, without limitation, the right to vote at any general meeting.



 


		3.4	The Vendor has not entered into any contract or arrangement in respect of the Sale Shares, the
right to vote the Sale Shares or in respect of the corporate governance of the Company.



 


		3.5	There is no agreement, arrangement or obligation to create or give any Encumbrances, in relation
to any of the issued or unissued shares in the capital of the Company.



 


		3.6	There is no right of pre-emption and no restriction on transfer over the Sale Shares nor agreement,
arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person
of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital
of the Company (including, without limitation, an option or right of pre-emption or conversion or right of first refusal).



 


		4.	Constitution



 


The copy of the constitution
of the Company provided to the Purchaser:


 


		4.1	is true and complete and has embodied therein or annexed thereto a copy of every resolution or
agreement as is required under the Act; and



 


		4.2	to the extent required by the Act, sets out in full the rights and restrictions attaching to the
share capital of the Company.



 


		5.	Share Capital



 


		5.1	No allotment and issue of share capital in the Company has been made in contravention of the Act.



 


		5.2	The Company has not at any time:



 


		5.2.1	reduced any of its share capital;



 


		5.2.2	redeemed any of its share capital;



 


		5.2.3	purchased any of its shares;



 


		5.2.4	provided any financial assistance to any person in connection with the purchase or subscription
of its own shares or the shares of its holding company; or



 


		5.2.5	taken any charge, mortgage or other security over its own shares.



 


		5.3	No share capital shown in the Accounts or in the statutory books of the Company has been forfeited.



 


		5.4	Since the Accounts Date, the Company has not:



 


		5.4.1	allotted or issued or agreed to allot or issue (whether conditionally or absolutely) any of its
share or loan capital; and



 


		5.4.2	undergone any capital reorganisation or change in its capital structure.



 


		5.5	All current issued shares of the Company are fully paid up and have been validly issued to the
relevant holders thereto.



 





		5.6	All the relevant approvals required for the issuance and allotment of all current issued shares
of the Company have been duly obtained.


 






    32


     


    

 


		6.	Option over Unissued Shares and Securities



 


		6.1	The Company is under no obligation to allot or issue nor has the Company granted any person the
right to call for the allotment and issue of any of its shares or other securities.



 


		7.	Dividends
and Other Distributions



 


		7.1	All dividends and other distributions of profits declared, made or paid since the date of incorporation
of the Company have been declared, made and paid in accordance with the law and its constitution.



 


		7.2	No dividends or other distributions have been declared, made or paid by the Company since the Accounts
Date.



 


		8.	Statutory Records and Filings



 


		8.1	The Company has properly kept and punctually made and filed all returns, particulars, resolutions
and documents required to be filed with the CCM or any other governmental, regulatory or local authority required by the Act and
all such filings were, and are, correct and complete. In particular, all charges created by, or in favour of, the Company have
(if required) been registered in accordance with the provisions of the Act.



 


		8.2	The Company has maintained, and continues to maintain, readily available for inspection by members
of the public, all documents required to be made so available by the Act.



 


		8.3	The register of members and all other statutory forms and minute books of the Company:



 


		8.3.1	have been properly kept;



 


		8.3.2	are up to date; and



 


		8.3.3	contain true, full, complete and accurate records of all matters required to be dealt with in them.



 


		8.4	The Company has not received any notice of any application, or intended application, for the rectification
of its register of members under the relevant provisions of the Act.



 


		9.	Subsidiaries and Other Holdings



 


		9.1	The Company:



 


		9.1.1	has no subsidiaries; and



 


		9.1.2	owns no shares or other equity interest in any other company.



 


		10.	Business Name



 


The Company
has not carried on business under any name other than the name under which it has been incorporated.


 


		11.	Compliance with Laws



 


So far as the Vendor is aware,
the Company has conducted its business in accordance with all applicable laws and regulations of Malaysia and all other jurisdictions
in which it conducts or has a place of business.


 






    33


     


    

 


		12.	Accounts and Records



 


		12.1	The accounting and other books, ledgers and financial and other records of the Company:



 


		12.1.1	as far as the Vendor is aware, have at all times been properly and fully written up;



 


		12.1.2	are in its possession or the possession of persons authorised by the Company; and



 


		12.1.3	have been held for the periods required by the Act and other relevant laws.



 


		12.2	The Accounts:



 


		12.2.1	have been prepared in accordance with good accounting practice and comply with the requirements
of the Act and GAAP;



 


		12.2.2	are accurate and give a true and fair view of the state of affairs, financial position, assets
and liabilities of the Company and of its results for the financial period ending on the Accounts Date.



 


		12.3	There are no liabilities or outstanding capital commitments of the Company as at the Accounts Date.



 


		12.4	Transaction Affecting the Accounts



 


		12.4.1	The Company does not have any outstanding loan capital, nor has factored any of its debt, or engaged
in financing.



 


		12.4.2	There are no liabilities (including contingent liabilities) which are outstanding on the part of
the Company.



 


		12.4.3	No value was attributed in the Accounts made up to the Accounts Date to any asset which was not
beneficially owned by the Company at the Accounts Date, or which in the case of fixed assets, were not in full and exclusive use
for the purposes of the Company’s business.



 


		13.	Post-Accounts Date Events



 


		13.1	Since the Accounts Date:



 


		13.1.1	the Company has not entered into any contract with a value exceeding USD50,000.00;



 


		13.1.2	there has been no material change in the level of borrowing or financing of the Company;



 


		13.1.3	the Company has not acquired or disposed of or agreed to acquire or dispose of any land (or any
interest therein), business or asset except in the ordinary course of its business;



 


		13.1.4	the Company has not repaid any borrowing or Indebtedness in advance of its stated maturity and
no event has arisen which would make the Company liable to repay any borrowing or Indebtedness in advance of its stated maturity;



 


		13.1.5	the Company has not released any debtor on terms that it pays less than the book value of its debt
and no debt owing to the Company has been deferred, subordinated or written off or is irrecoverable;



 






    34


     


    

 


		13.1.6	the Company has not borrowed or raised any money or taken any financial facility;



 


		13.1.7	no dividends, bonus issue, rights issue or other distributions have been declared paid or made
to its members;



 


		13.1.8	no share or loan capital has been allotted or issued or agreed to be allotted or issued;



 


		13.1.9	the Company has not done or omitted to do anything which will or might prejudicially affect the
goodwill of the Company;



 


		13.1.10	no claim or threatened claim for damages has been made against the Company; and



 


		13.1.11	the Company has not paid nor is under an obligation to pay any service, management or similar charges
or any interest or amount in the nature of interest to any other person or incurred any liability to make such a payment or made
any payment to any of the Vendor or Related Party.



 


		14.	Consequences
of Purchase By The Purchaser



 


		14.1	The Company is not a party to, nor is it bound or affected by or subject to, any Encumbrance, lease,
agreement, deed, commitment, document, instrument, statute, legislation, regulation, judgment, order, decree or law which would
be violated, contravened or under which a default would arise, as a result of the purchase of the Sale Shares by the Purchaser
or performance by the Vendor and the Company of the actions contemplated by this Agreement and such purchase or performance will
not:



 


		14.1.1	result in the Company losing the benefit of any right or privilege it presently enjoys;



 


		14.1.2	relieve any person of any contractual obligation to the Company or enable any person to terminate
any such obligation or any right or benefit enjoyed by the Company or to exercise any right under any agreement with the Company;



 


		14.1.3	result in any present or future indebtedness of the Company becoming due or capable of being declared
due and payable prior to its stated maturity;



 


		14.1.4	give rise to or cause to become exercisable any right of pre-emption;



 


		14.1.5	cause the Company to be in breach of any obligations to a third party; or



 


		14.1.6	cause the termination of or give rise to a right to any party to terminate any agreement entered
into by the Company.



 


		14.2	Neither the execution nor the performance of this Agreement or any document to be executed at or
before the Completion Date will:



 


		14.2.1	constitute a default under any lien, lease, order, judgment, award, injunction, decree, ordinance
or regulation of any kind; or



 


		14.2.2	result in the imposition of any lien, charge or Encumbrance of any nature on any of the property
or assets of any the Company.



 




    35


     


    

 


		15.	Assets



 


		15.1	Save for the Real Property, there are no other real properties owned, vested in, leased, used or
occupied by or in the possession of, the Company.



 


		15.2	Real Properties Owned by the Company



 


The requisite details have been
completed in Schedule 3, and:


 


		15.2.1	Title



 


		(a)	the Company named as registered proprietor of the Real Property is the sole legal and beneficial
owner of it and has a good and marketable title to it and has in its possession or under its control, free of any lien, all relevant
original title deed and documents necessary to prove the title of the Company;



 


		(b)	there are no Encumbrances affecting the Real Property;



 


		(c)	it benefits from all rights, easements, covenants and entitlements as are necessary for its beneficial
use and enjoyment and no such rights, easements, covenants or entitlements are subject to any restrictions as to their exercise
or terms entitling any person to terminate or curtail them.



 


		15.2.2	No Compulsory Acquisition or Enforcement Proceedings



 


There are
no outstanding enforcement or other notices or proceedings issued in respect of the Real Property and there is no resolution or
proposal for compulsory acquisition by the local or any other authority nor any outstanding order, notice or other requirement
of any such authority that affects such existing use as aforesaid or involves expenditure in complying with it nor any other circumstances
known which may result in any such order or notice being made or served or which may otherwise affect the Real Property.


 


		15.2.3	Claims and Disputes



 


No action, claim, proceeding, demand,
dispute or liability in respect of the Real Property is outstanding.


 


		15.2.4	Outgoings



 


All outgoings payable on the Real
Property have been duly paid.


 


		15.3	Assets



 


		15.3.1	Ownership of Assets



 


		(a)	Except for assets subsequently disposed of in the ordinary course of business, the Company is the
owner of, and has good marketable title to, all assets included in its Accounts and all assets acquired by the Company since the
Accounts Date and not subsequently disposed of (“Assets”). All the Assets are in the possession of the Company
or under its control.



 


		(b)	No Asset has been acquired for a consideration in excess of its market value as at the date of
its acquisition, or otherwise than by way of an arms-length bargain.



 






    36


     


    

 


		(c)	The Company has not acquired or agreed to acquire any Assets (including stocks) on terms that the
property in any of such Assets does not pass until full payment is made.



 


		(d)	The Company has not entered into any agreement to dispose of any of the Assets except in the ordinary
course of its business.



 


		(e)	There has been no exercise or purported exercise of any right of enforcement in respect of any
Encumbrance over any of the Assets and there is no claim of any interest or any dispute relating to any of the Assets.



 


		15.4	There is no Encumbrance on, over or affecting the whole or any material part of the undertaking,
assets or debts of the Company (including, where appropriate, investment in its subsidiaries or associated companies) and there
is no agreement or commitment to give or create any Encumbrance and, no claim has been made by any person to be entitled to any
Encumbrance.



 


		15.5	Since the Accounts Date, the Company has not made or agreed to make any capital expenditure or
incurred or agreed to incur any capital commitments, nor has it disposed of or realised any capital assets or any interest therein.



 


		16.	Outstanding
Notices



 


		16.1	There are no outstanding notices (statutory, regulatory or municipal) served on the Company in
respect of any of its assets or its business and there are no disputes with any Public Authorities.



 


		17.	Contracts
And Arrangements



 


		17.1	The Company is not a party to any agreement which is currently in force and effect.



 


		17.2	There is not outstanding with respect to the Company, or to which the Company is a party:



 


		17.2.1	any contract;



 


		17.2.2	any joint venture, consortium or other partnership arrangement;



 


		17.2.3	any contract for services;



 


		17.2.4	any power of attorney, contract of agency or distributorship;



 


		17.2.5	any guarantee, warranty, undertaking or contract of indemnity for which the Company is under a
prospective or contingent liability;



 


		17.2.6	any agreement or arrangement entered into by the Company;



 


		17.2.7	any agreement containing covenants limiting or excluding the right of the Company to do business
or compete in any area, or field, or with any person.



 


		18.	Borrowings



 


		18.1	The total amount borrowed by the Company does not exceed any limitation on its borrowing contained
in its constitution, or in any debenture or loan stock deed or other instrument.



 


		18.2	Save for the facilities granted by Citibank, the Company has not obtained any other banking facilities.



 






    37


     


    

 


		18.3	There has not been and there is no breach by the Company of any term or condition in respect of
the borrowings by the Company.



 


		18.4	All facilities have been used by the Company for the purpose for which they were granted.



 


		18.5	The Company has not engaged in any financing of a type which is not required to be shown or reflected
in its Accounts.



 


		18.6	No person has given any security or guarantee for any facility granted to the Company nor has the
Company given any security or guarantee for any facilities granted to the Vendor or its Affiliates, directors, officers or employees.



 


		19.	Financial Indebtedness and Encumbrances



 


		19.1	Save and except for the Indebtedness to the Vendor and any Indebtedness as disclosed in the Accounts,
the Company does not have any Indebtedness to any party including, without limitation to the generality of the foregoing, Indebtedness
in respect of any borrowings, trade financing, purchase, hire or lease of any asset or service or vendor financing.



 


		19.2	The Company has not:



 


		19.2.2	made or granted or agreed to make or grant any loan, advance, guaranteed or agreed to guarantee,
in any manner or become directly or indirectly or contingently liable for any Indebtedness or obligation of any other party; or



 


		19.2.3	entered or granted or issued or agreed to enter, grant or issue in favour of any party any Encumbrance,
letter of comfort, undertaking, indemnity, contractual right of set off or other assurance against financial loss.



 


		20.	Related Party Transactions



 


		20.1	There is no agreement or arrangement to which the Company is a party and in which any of the following
persons has an interest, whether directly or indirectly:



 


		(a)	the Vendor and/or its Affiliates;



 


		(b)	any director of the Company; and



 


		(c)	any Persons Connected with a Director of the Company,



 


collectively,
“Related Party”.


 


		20.2	There are:



 


		20.2.1	(i) no loans made by the Company to, (ii) no debts (whether or not due for payment and including
contingent liabilities) owing by the Company to, the Related Party;



 


		20.2.2	no security or other Encumbrance given by the Company for the benefit of the Related Party in relation
to any loans or debts; (ii) no security or other Encumbrance given to the Company by the Related Party (including guarantees or
indemnities) for such loans or debts referred to in paragraph 20.2.1(i);



 


		20.2.3	no claim nor circumstances which may reasonably give rise to a claim, against the Company by a
Related Party; and



 





		20.2.4	no contract, arrangement or understanding with a Related Party to which the Company is a party
or by which the Company or its assets are bound.


 



    38


     


    

 


		21.	Stock-in-trade and raw materials



 


		21.1	The Company does not hold any stocks-in-trade or raw materials.



 


		22.	Receivables



 


		22.1	There are no debts owing and amounts due to the Company.



 


		22.2	The Company has not entered into any receivables financing arrangements including, but not limited
to, factoring and block discounting.



 


		23.	Employees



 


		23.1	The Company does not now have any employees.



 


		23.2	The Company has complied with all the obligations imposed on it by law or contractually in relation
to its former employees.



 


		23.3	The Company does not have any agreement, arrangement or understanding with any director, officer
or former employee in connection with any share incentive scheme, share option scheme or any other type of profit sharing or participation
scheme.



 


		23.4	There are no amounts owing to any present director or former director or senior management (being
a director or management in the last three (3) years of the date of this Agreement) of the Company, and no present or former senior
management or director (being a director or management in the last three (3) years of the date of this Agreement) of the Company
has any claim against the Company or right to be indemnified by the Company.



 


		24.	Intellectual Property Rights



 


		24.1	The Company does not own any Intellectual Property Rights.



 


		25.	Litigation and Disputes



 


		25.1	The Company is not engaged (whether as a claimant or defendant or otherwise) in any litigation,
arbitration or criminal proceedings before any court, tribunal, statutory or governmental body and no such litigation, arbitration
or criminal proceedings are pending or threatened by or against the Company and there are no facts or circumstances known to the
Vendor which are likely to give rise to any litigation, arbitration or criminal proceedings.



 


		25.2	There is no judgment, decree, injunction, undertaking, ruling, order or award, binding obligation
of any court, tribunal or statutory or governmental body which is unsatisfied or remains in force against the Company.



 


		25.3	There is no judgment, decree, injunction, undertaking, ruling, order or award, binding obligation
of any court, tribunal or statutory or governmental body restricting or restraining the Company from carrying on its business or
any material part thereof.



 


		25.4	The Company has not manufactured or sold any products which have been, are or will become faulty
or defective or which may give rise to a product liability claim, or which do not comply with any warranties given, or representations
made, by the Company expressly or impliedly (whether by statute or otherwise).



 






    39


     


    

 


		25.5	The Company has not received any written notice of any claim or action from any customer which
remains outstanding alleging any defect in or lack of fitness for purpose of any goods supplied by the Company, nor, are there
any circumstances which would reasonably be likely to give rise to any such claim.



 


		25.6	The Company has not received any written notice of any claim or action, nor is there currently
a notice of any claim or action which remains outstanding alleging the failure to perform, either properly or at all, any services
performed or to be performed by the Company nor, are there any circumstances which would reasonably be likely to give rise to any
such claims.



 


		25.7	The Company has not at any time agreed to take back any defective goods or to effect repairs to
any goods free of charge or otherwise or to issue a credit note or to write off or reduce Indebtedness in respect of any goods
or services supplied by the Company.



 


		26.	Money Laundering Laws



 


		26.1	The Company has not violated any money laundering laws, rules and regulations of all applicable
jurisdictions (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator or non-governmental authority involving the Company with respect to
the Money Laundering Laws is pending or threatened. The Company is not required to institute and maintain policies and procedures
designed to ensure continued compliance with applicable financial recordkeeping and reporting and other requirements under any
applicable Money Laundering Laws.



 


		27.	Anti-Corruption Laws



 


		27.1	Neither the Company nor its directors, shareholders, officers, employees, agents or representatives
(collectively, “the Company’s Representatives”) have made, offered or authorised payments or transfer
of anything of value to third parties that would cause the Company and the Company’s Representatives to violate the Malaysian
Anti-Corruption Commission (MACC) Act, 2009 or any other applicable anti-bribery laws or applicable international anti-bribery
conventions.



 


		27.2	The Company and the Company’s Representatives have not directly or indirectly made, offered,
promised, approved or authorised, any payment or transfer of anything of value directly or indirectly to a Public Authority or
employee of the Public Authority, or to any other entity including, but not limited to, employees of privately-owned companies,
any political party and any candidate for political office, with the purpose of improperly influencing decisions affecting the
Company.



 


		27.3	The Company and the Company’s Representatives have not made any facilitating or expediting
payment to a Public Authority or employee of the Public Authority, political party, or party official in order to expedite or to
secure performance of any governmental or other action by a Public Authority, political party or party official.



 


		28.	Documents



 


All title deed
and agreements to which the Company is a party and other documents belonging to the Company or which ought to be in the possession
of the Company are in its possession or under its control and are free from any Encumbrance.


 


[end of Schedule 3]


 




    40


     


    

 


Schedule 4 – Purchaser’s
Warranties


 


		1.	Existence and Capacity of the Purchaser



 


		1.1	The Purchaser has full power and authority to enter into this Agreement and perform its obligations
herein contained.



 


		1.2	This Agreement constitutes valid, legal and binding obligations on the Purchaser and is enforceable
in accordance with its terms.



 


		1.3	The execution and delivery of this Agreement and performance of the obligations contained herein
by the Purchaser will not violate any applicable laws or documents to which the Purchaser is a party or by which it is bound.



 


		1.4	Completion of the transactions contemplated by this Agreement by the Purchaser will not:



 


		1.4.1	conflict with or result in a breach of any provision of any constituent document of the Purchaser;
or



 


		1.4.2	conflict with or result in the breach of or accelerate the performance provided by, the terms of
any agreement or deed to which the Purchaser may be bound or affected.



 


		2.	Money Laundering Laws



 


The Purchaser has not violated
any Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or
any arbitrator or non-governmental authority involving the Purchaser with respect to the Money Laundering Laws is pending or threatened.
The Purchaser is not required to institute and maintain policies and procedures designed to ensure continued compliance with applicable
financial recordkeeping and reporting and other requirements under any applicable Money Laundering Laws.


 


		3.	Anti-Corruption Laws



 


		3.1	The Purchaser has not made, offered or authorised payments or transfer of anything of value to
third parties that would cause the Purchaser to violate the Malaysian Anti-Corruption Commission (MACC) Act, 2009 or any other
applicable anti-bribery laws or applicable international anti-bribery conventions.



 


		3.2	The Purchaser has not directly or indirectly made, offered, promised, approved or authorised, any
payment or transfer of anything of value directly or indirectly to a Public Authority or employee of the Public Authority, or to
any other entity including, but not limited to, employees of privately-owned companies, any political party and any candidate for
political office, with the purpose of improperly influencing decisions affecting the Company.



 


		3.3	The Purchaser has not made any facilitating or expediting payment to a Public Authority or employee
of the Public Authority, political party, or party official in order to expedite or to secure performance of any governmental or
other action by a Public Authority, political party or party official.



  


[end of Schedule 4]


 




    41


     


    

 


Schedule 5 – Completion
Deliverables


 


		1.	The duly executed but undated share transfer forms by the Vendor and the original share certificate(s)
in respect of the Sale Shares.



 


		2.	The duly executed but undated resolutions of the board of the Company approving:



 


		(a)	the transfer of the Sale Shares from the Vendor to the Purchaser and the registration of the Purchaser
as the registered and beneficial owner of the Sale Shares in the register of members of the Company upon receipt by the Company
Secretary of the executed and stamped share transfer form;



 


		(b)	the cancellation of the old share certificate(s) in respect of the Sale Shares and the issuance
of the new share certificate representing the Sale Shares in favour of the Purchaser and the affixing of the common seal of the
Company onto the same;



 


		(c)	the replacement of bank signatories with the Purchaser for all the current accounts opened by the
Company and listed in Schedule 6;



 


		(d)	the revocation of all existing mandates for the operation of the bank accounts of the Company listed
in Schedule 6, including anything required in relation to electronic banking, and issuance of new mandates giving authority
to the Purchaser;



 


		(e)	the appointment of three (3) nominees of the Purchaser as the new directors of the Company; and



 


		(f)	the appointment of the company secretary by the Purchaser.



 


The details and information
required by the Vendor to effect the above changes or pass the relevant resolutions shall be provided in writing by the Purchaser
to the Vendor no later than five (5) business days prior to Completion Date.


 


		3.	The duly signed and dated unqualified letters of resignation of all existing directors and the
Company Secretary, with acknowledgement from each of them that they have no claims whatsoever against the Company for compensation
for loss of office, redundancy, unfair dismissal, breach of contract or otherwise howsoever.



 


		4.	To the extent not in possession of the Company, all:



 


		(a)	material books of account or references of customers and suppliers and other material records and
all insurance policies in respect of the businesses of the Company;



 


		(b)	licences, consents, permits and authorisations obtained by or issued to the Company;



 


		(c)	books and records of the Company relating to the employees and directors of the Company;



 


		(d)	cheque books, certificates of incorporation, common seals, and all statutory and minute books (which
shall be written up to, but not including, the date of Completion) of the Company together with all unused share certificates;
and



 


		(e)	document of title, a copy of the principal sale and purchase agreement, the current quit rent and
assessment receipts relating to the Real Property.



 


[end
of Schedule 5]


 




    42


     


    

 


Schedule 6 – Bank Accounts
Of The Company


 


MYR Account


	Beneficiary Name	: Rubicon Sapphire Technology (Malaysia) Sdn Bhd
	Bank Name	: Citibank Berhad
	Bank Address	: 42, Jalan Sultan Ahmad Shah, 10050 Penang
	Account No	: 0165144007
	Swift Code	: CITIMYKL


 


USD Account


	Beneficiary Name	: Rubicon Sapphire Technology (Malaysia) Sdn Bhd
	Bank Name	: Citibank Berhad
	Bank Address	: 42, Jalan Sultan Ahmad Shah, 10050 Penang
	Account No	: 0165144015
	Swift Code	: CITIMYKL


 


[end of Schedule 6]


 




    43


     


    

 


Schedule 7 – Existing
Charges


 


	No.	Charge No.	Total of Charge	Date of Creation	Name of Chargee	Charge Status
	1.	001	Open Charge	14 April 2010	Citibank	Unsatisfied
	2.	002	Open Charge	26 June 2012	Citibank	Unsatisfied
	3.	003	Open Charge	9 June 2014	Citibank	Unsatisfied


 


[end of Schedule 7]


 


 


 


44