Exhibit
10.7


 


Dated
the day of 20 April, 2022


 


********************************************************


 


TENANCY
AGREEMENT


 


********************************************************


 


BETWEEN


 


BERJAYA
STEEL WORKS SDN BHD


[Company
Registration No. 198401013663 (126211-D)]


 


(“The
Landlord”)


 


AND


 


STARBOX
REBATES SDN. BHD.


[Company
Registration No. 201901026225 (1335554-V)]


 


(“The
Tenant”)


 


 


THE
LANDLORD’S SOLICITORS


 


ELIZABETH
TEH & CO.


Advocates
& Solicitors


A-7-8,
Block A, Gembira Park, Jalan Riang, Happy Garden, Off Jalan Kuchai Lama,


58200
Kuala Lumpur.


 


Tel:
012-687 2831


Email:
etc0210@gmail.com


 


[Ref:
7326/22/TA/SRSB/ETC(05)]


 




    	 



     


    

 


TENANCY
AGREEMENT


 


AN
AGREEMENT is made this                             day
of                                     ,
2022


 


BETWEEN


 


BERJAYA
STEEL WORKS SDN BHD [Company Registration No. 198401013663 (126211-D)], a company incorporated in Malaysia under the Companies Act,
1965 and having its business address at 191-5, 5th Floor, Wisma CKE, Jalan Lancang, Off Jalan Cheras, 56100 Kuala Lumpur (hereinafter
referred to as the “Landlord”) of the one part;


 


AND


 


The
party whose name and particulars are set out in Section 1 of Schedule A hereto (hereinafter referred to as the “Tenant”).


 


NOW
IT IS HEREBY AGREED AS FOLLOWS:-


 


	1.	DEFINITIONS
    AND INTERPRETATIONS
	 	 
	1.1	Definitions
	 	 
	1.1.1	In
    this Agreement, where the context so admits and unless it is otherwise expressly provided, the following words and expressions shall
    have the following meanings:-


 


	 	“Appropriate
    Authorities”	 	means
    any federal, state or local government, semi or quasi-governmental or other statutory or authorities departments, agencies or regulatory
    bodies or having jurisdiction from time to time and at any time over a relevant matter;
	 	 	 	 
	 	“Month”	 	means
    a month in the Gregorian calendar commencing from the first day of such month and expiring on the last day of that month;
	 	 	 	 
	 	“Building”	 	means
    all parcels and common facilities at Phase 1A Shop Office including common property of Sunway Velocity development;
	 	 	 	 
	 	“Business
    Commencement Date”	 	means
    the date on which the Tenant shall commence its business at the Demised Premises as set out in Section 4(c) of Schedule
    A hereto;
	 	 	 	 
	 	“Commencement
    Date”	 	means
    the commencement date of the Tenancy as set out in Section 4(a) of Schedule A hereto;
	 	 	 	 
	 	“Common
    Property”	 	means:


 


	 	(i)	corridors,
    passages, stairways, landings, fire escapes, exits, lobbies, toilets, courtyards and other parts of the Building and Land excluding
    the Demised Premises and other parcels or parts of the Building and/or the Land rented, leased, or used by or reserved for use, rent
    or lease by the Landlord;
	 	 	 
	 	(ii)	foundations,
    columns, beams support, outer walls and roof of the Building;
	 	 	 
	 	(iii)	central
    and appurtenant installations for services such as power, light, cold water (if any), public address and sound system (if any) fire
    sprinkler system and air-conditioning (if any) provided to the Building;


 




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	 	(iv)	lifts,
    water closets, tanks, pumps motors, fans, compressors, fixtures, fittings, pipes, ducts and installations now or hereafter with other
    tenants or occupants of the Building or public;
	 	 	 
	 	(v)	so
    much of the Land as is not comprised in the Building or in any parcel therein and includes car parks, common walk ways internal roads/driveways,
    footpaths, pedestrian pathways, landscaped areas, drains, sewers, culverts, sumps, pipes, wires, cables, ducts, lightings and all
    other fixtures and fittings, structures and installations which are capable of being used or enjoyed by the Tenant in common with
    other tenants and/or occupants of the Building and/or other persons entitled to the use thereof; and
	 	 	 
	 	(vi)	such
    other areas of the Building and/or Land which the Landlord may designate from time to time as common property;


 


	 	“Default
    Rate”	 	means
    the rate of interest being ten per centum (10%) per annum calculated on a daily basis;
	 	 	 	 
	 	“Demised
    Premises”	 	means
    all that piece and parcel of premises in the Building as described in Section 2 of Schedule A hereto;
	 	 	 	 
	 	“Deposits”	 	means
    the Security Deposit, the Utilities Deposit, Service Charge Deposit and Fit-Out Deposit;
	 	 	 	 
	 	“Fit-Out
    Guide”	 	means
    the manual to be obtained by the Tenant from the Landlord or Management Company for the purpose of Fitting Out Works which contains
    the guidelines and regulations, including any additional payments to the Landlord or the Building Management Company to be strictly
    complied with by the Tenant;
	 	 	 	 
	 	“Fit-Out
    Works”	 	means
    the necessary renovations, installation, fittings out works to be carried out by the Tenant at its own cost and expenses in the Demised
    Premises in accordance with the terms and conditions of the Fit-Out Guide supplied by the Landlord or the Building Management Company
    to the Tenant;
	 	 	 	 
	 	“Fixtures
    and Fittings”	 	means
    the fixtures and fittings set out in Schedule B hereto;
	 	 	 	 
	 	“SST”	 	means
    goods and service tax payable at the prescribed rate by the Tenant to the Landlord under the provisions of the Sales Tax Act 2018
    and Services Tax Act, 2018;
	 	 	 	 
	 	“Land”	 	means
    all that piece and parcel of land comprised in the title upon which the Building is erected;
	 	 	 	 
	 	“Landlord”	 	means
    BERJAYA STEEL WORKS SDN BHD [Company Registration No. 198401013663 (126211-D)], a company incorporated in Malaysia under the Companies
    Act, 1965 and having its business address at 191-5, 5th Floor, Wisma CKE, Jalan Lancang, Off Jalan Cheras, 56100 Kuala Lumpur;
	 	 	 	 
	 	“Layout
    and Floor Plan”	 	means
    the plan of the Demised Premises and the layout of that floor of the Building where the Demised Premises is located as set out in
    Schedule E hereto;
	 	 	 	 
	 	“Building
    Management Company”	 	means
    any person or body corporate (whether related to the developer or otherwise) duly appointed by the developer to carry out the duties
    and functions of the developer in relation to the management and maintenance of the Common Property, Phase 1A Shop Office Common
    Facilities and such other services and facilities serving the development of Sunway Velocity and where the context permits shall
    include its servant and authorized agents.;


 




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	 	“Rental”
    or “Rent”	 	means
    the rent specified in Section 5(a) of Schedule A hereto payable at the time set out in Section 5(b) of Schedule
    A hereto;
	 	 	 	 
	 	“Security
    Deposit”	 	means
    the sum specified in Section 6(a) of Schedule A hereto to be paid to the Landlord;
	 	 	 	 
	 	“Services”	 	means
    the maintenance and upkeep of the Common Property;
	 	 	 	 
	 	“Service
    Charge”	 	means
    the sum specified in Section 7(a) of Schedule A hereto or such other rate or sum which may be stipulated from time
    to time by the Developer or the Building Management Company;
	 	 	 	 
	 	“Service
    Charge Deposit”	 	means
    the sum specified in Section 6(c) of Schedule A hereto to be paid to the Landlord or Building Management Company;
	 	 	 	 
	 	“Fit-Out
    Deposit”	 	means
    the sum specified in Section 8 (a) of Schedule A hereto to be paid to the Building Management Company;
	 	 	 	 
	 	“Possession”	 	means
    possession of the Demised Premises for the purpose of fitting out which shall be delivered in the manner as provided under Clause
    4.2 hereof
	 	 	 	 
	 	“Tenant”	 	means
    the party whose name and particulars are set out in Section 1 of Schedule A hereto;
	 	 	 	 
	 	“Term”	 	means
    the term of the tenancy as set out in Section 3 of Schedule A hereto;
	 	 	 	 
	 	“Utilities
    Deposit”	 	means
    the sum stipulated in in Section 6(b) of Schedule A hereto to be paid to the Landlord.


 


	1.2	Interpretation
	 	 
	1.2.1	In
    this Agreement unless there is something in the subject or context inconsistent with such construction or unless it is otherwise
    expressly provided :-


 


	 	1.2.1.1	words
    importing the singular include the plural and vice versa and words importing the masculine gender shall include the feminine and
    neuter gender and vice versa;
	 	 	 
	 	1.2.1.2	a
    period of days from the happening of any event or the doing of any act or thing shall be deemed to be inclusive of the day on which
    the event happens or the act or things is done and if the commencement day or last day of the period is not a Business Day the period
    shall exclude such non-Business Day;
	 	 	 
	 	1.2.1.3	the
    expression “Ringgit Malaysia” and the abbreviation “RM” shall mean the lawful currency of Malaysia;
	 	 	 
	 	1.2.1.4	any
    payment of any monies due from the Tenant under this Agreement shall be made by local bankers’ cheque or bank draft or cheque
    or bank transfer or cash. Where payment is made by the banker’s cheque or bank draft it shall be deemed to have been made on
    the day the Landlord receives the bankers cheque or bank draft and where the payment is made by cheque such payment shall be deemed
    to be made on the third (3rd) Business Day from the date or receipt of the cheque by the Landlord SUBJECT always to clearance for
    payment thereof;
	 	 	 
	 	1.2.1.5	the
    headings and sub-headings in this Agreement are inserted for convenience and ease of reference only and shall not in any way define,
    limit, construe or describe the scope of intent of the terms, conditions and clauses of this Agreement nor shall it in any way affect
    the construction and interpretation of the provisions of this Agreement;


 




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	 	1.2.1.6	any
    reference to statutes, ordinances or regulations shall include any statutes, ordinances or regulations and all subordinate or other
    legislation whether amending, consolidating or replacing the same or otherwise;
	 	 	 
	 	1.2.1.7	where
    in this Agreement, the doing or executing of any act, matter or thing by the Tenant is dependent or conditional upon the consent
    or approval or permission of the Landlord, such consent or approval or permission shall be in writing and may be given or withheld
    by the Landlord at its absolute discretion;
	 	 	 
	 	1.2.1.8	any
    covenant by the Tenant not to do an act or thing shall be deemed to include an obligation not to permit or suffer such act or thing
    to be done by any servant, agent, employee, contractor, invitee or any other person claiming through or under the Tenant;
	 	 	 
	 	1.2.1.9	no
    contra proferentum rule shall apply to the disadvantage of the party preparing this Agreement of any part thereof;
	 	 	 
	 	1.2.1.10	the
    schedules annexures and appendices hereto shall be read and construed as at integral part of this Agreement.


 


	2.	GRANT
    OF TENANCY
	 	 
	2.1	Grant
    of Tenancy
	 	 
	2.1.1	The
    Landlord agrees to let and the Tenant agrees to take on let the Demised Premises described in Section 2 of Schedule A hereto
    together with the Fixtures and Fittings (if any) set out in Schedule B hereto for the Term set out in Section 3 of
    Schedule A hereto commencing from the Commencement Date set out in Section 4(a) of Schedule A hereto and expiring
    on the date set out in Section 4(b) at the Rent set out in Section 5(a) of Schedule A hereto payable in advance
    at the time set out in Section 5(b) of Schedule A hereto.
	 	 
	2.2	“As
    is where is” Basis
	 	 
	2.2.1	The
    Tenant hereby declares that the Tenant has inspected the Demised Premises, the Layout and Floor Plan, the boundaries of the Demised
    Premises marked by the Landlord and its specifications and is satisfied with the existing state ad condition of the Demised Premises
    and agrees to take the tenancy of the Demised Premises on an “as is where is” basis and upon the terms and conditions
    set out in this Agreement.
	 	 
	2.3	Common
    Property
	 	 
	2.3.1	The
    Tenant acknowledges that the Common Property does not form part of the Demised Premises and the Tenant’s use and enjoyment
    of the Common Property shall be in common with other persons and any such use by the Tenant shall be subject to such conditions imposed
    by the Developer and/or the Building Management Company. For the avoidance of doubt the Developer and/or the Building Management
    Company shall be entitled at any time and from time to time to exclude or suspend any part of the Common Property for use by the
    Tenant and the Developer and/or the Building Management Company may use any part of the Common Property for such purpose and in such
    manner as the Developer and/or the Building Management Company deems fit whether or not to the exclusion of the Tenant.
	 	 
	2.3.2	The
    term “Common Property” under this Agreement shall not have the same meaning described to “common property”
    under the Strata Titles Act, 1985.
	 	 
	2.4	Measurement
    of Demised Premises and Layout and Floor Plan
	 	 
	2.4.1	The
    Tenant declares and agrees that :


 


	 	2.4.1.1	the
    measurements and boundaries of the Demised Premises are believed to be correct;
	 	 	 
	 	2.4.1.2	the
    Tenant has been offered the opportunity by the Landlord to verify the measurements and boundaries of the Demised Premises;
	 	 	 
	 	2.4.1.3	the
    Tenant accepts the measurement and boundaries of the Demised Premises as correct and agrees to the Rent as set out in Section
    5(a) of Schedule A hereto;
	 	 	 
	 	2.4.1.4	the
    layout of the floor in which the Demised Premises is situate or the layout of other floors of the said Building may be changed at
    the absolute discretion of the Landlord at any time and from time to time;


 




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	 	2.4.1.5	any
    error or misstatement as to the description of the area of the Demised Premises or any changes to the Layout and Floor Plan shall
    not be given the Tenant on entitlement to any reduction of the Rent nor shall such error or misstatement or changes to the Layout
    and Floor Plan made at any time and from time to time annul the tenancy granted herein or entitle the Tenant to terminate this Agreement.


 


	2.5	Failure
    to Occupy
	 	 
	2.5.1	In
    the event the Tenant shall fail to commence business at the Demised Premises on the Business Commencement Date set out in Section
    4(c) of Schedule A hereto or any extension of time as may be allowed by the Landlord in writing, the Landlord shall be
    entitled to terminate this Agreement at any time thereafter by not less than Seven (7) days’ notice in writing whereupon
    :


 


	 	2.5.1.1	the
    Deposits shall be forfeited absolutely to the Landlord without prejudice to the Landlord’s rights to claim further damages
    incurred by the Landlord; and
	 	 	 
	 	2.5.1.2	the
    Landlord shall be entitled and be at liberty without reference to the Tenant to deal with, let, demise, lease or dispose the Demised
    Premises at the Landlord in its absolute discretion deems fit;
	 	 	 
	 	2.5.1.3	the
    Landlord shall be entitled and authorized at the costs of the Tenant to :


 


	 	2.5.1.3.1	dismantle,
    demolished, remove and dispose the Fit-Out Works as garbage; and
	 	 	 
	 	2.5.1.3.2	reinstate
    the Demised Premises to its original state and condition; and
	 	 	 
	 	2.5.1.3.3	remove
    all goods, possessions, objects, articles, equipment, machineries and other effects found or located or stored in the Demised Premises
    (hereinafter referred to as the “Tenant’s Items”) and store the Tenant’s Items at any place or warehouse
    as the Landlord deems fit at the cost and expenses of the Tenant and if at the expiry of Thirty (30) days from the date of
    notice by the Landlord to the Tenant to remove or collect the Tenant’s Items, the Tenant fails, refuses and/or neglects to
    collect the Tenant’s Items and pay for the costs and expenses incurred by the Landlord in dismantling, demolishing, removing
    and disposing the Fit-Out Works, reinstating the Demised Premises to its original state and condition and storage of the Tenant’s
    Items the Landlord shall be at liberty to sell and/or auction off the Tenant’s Items and use the proceeds thereof to pay for
    the costs and expenses of storage and disposal/sale/auction and all sums owing by the Tenant to the Landlord including damages payable
    by the Tenant to the Landlord and the balance thereof (if any) shall be paid to the Tenant free of interest;


 


	 	2.5.1.3.4	the
    Tenant agrees that the Tenant’s Items may be sold by the Landlord at such price as it deems fit and the Tenant hereby irrevocably
    declares that it shall be bound by the sale price and shall not on any account whatsoever challenge the sale price on the ground
    that it does not represent a fair and adequate market value or that the Landlord has no authority to sell the Tenant’s items.


 


	2.5.2	Nothing
    herein shall impose any obligation on the Landlord to carry out all or any of the acts set out in Clause 2.5.1.3 hereof and
    if the Landlord in its absolute discretion decides not to dismantle, demolish, remove or dispose the Fit-Out Works, the Landlord
    shall not be required to pay to the Tenant any sum, whether as compensation or reimbursement or otherwise, for the Fit-Out Works
    and upon termination of this Agreement pursuant to Clause 2.5.1 hereof the Fit-Out Works shall be deemed to belong to the
    Landlord absolutely.
	 	 
	3.	SECURITY
    DEPOSIT/UTILITIES DEPOSIT/SERVICE CHARGE DEPOSIT
	 	 
	3.1	Security
    Deposit
	 	 
	3.1.1	Upon
    execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Security Deposit
    of the amount set out in Section 6(a) of Schedule A hereto as security for the due and punctual observance and performance
    of the Tenant’s obligations under this Agreement which Security Deposit may be increased at any time and from time to time
    at the absolute discretion of the Landlord.
	 	 
	3.1.2	The
    Security Deposit shall be maintained in the amount stipulated in Section 6(a) of Schedule A or such increased amount
    as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled to treat the Security
    Deposits as Rent or set-off the Security Deposit against any Rent or arrears of Rent or other payments due or payable to the Landlord
    by the Tenant.


 




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	3.2	Appropriation
    of Security Deposit
	 	 
	3.2.1	If
    the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or
    default of any provisions of this Agreement the Landlord may in its absolute discretion apply/appropriate so much of the Security
    Deposit as it thinks fit to make good and/or to compensate it for loss or damage sustained or suffered by the Landlord due to or
    arising from such breach. Any appropriation by the Landlord shall not be deemed to be a waiver of the Landlord’s claim for
    any outstanding monies owing by the Tenant to the Landlord and/or other remedies or rights conferred upon the Landlord in law or
    in equity or under this Agreement in respect of the Tenant’s breach and/or default and shall not in any way prejudice any other
    remedies and/or rights of the Landlord arising from such breach and/or default by the Tenant.
	 	 
	3.3	Maintenance
    and Reinstatement of Security Deposit
	 	 
	3.3.1	If
    the Security Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demand
    by the Landlord reinstate the Security Deposit by paying the Landlord the amount so appropriated by the Landlord.
	 	 
	3.3.2	It
    shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.3.1 hereof.
	 	 
	3.4	Utilities
    Deposit
	 	 
	3.4.1	Upon
    execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Utilities Deposit
    of the amount set out in Section 6(b) of Schedule A hereto as security for the due and punctual settlement of bills
    and invoices for electricity supply, telephone, water, conservancy, sewerage (including Indah Water payments) and other public utilities
    (if any),which Utilities Deposit may be increased at any time and from time to time at the discretion of the Landlord.
	 	 
	3.4.2	The
    Utilities Deposit shall be maintained in the amount stipulated in Section 6(b) of Schedule A or such increased amount
    as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled to treat the Utilities
    Deposit as payment of utilities bills or invoices or set-off the Utilities Deposit against any bills or invoices for utilities or
    other payments due or payable to the Landlord by the Tenant.
	 	 
	3.5	Appropriation
    of Utilities Deposit
	 	 
	3.5.1	If
    the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or
    default of any provisions of this Agreement and/or the Tenant fails to settle any bills with regard to electricity supply, telephone,
    water, conservancy, sewerage (including Indah Water payments) and other public utilities (if any) and/or Service Charges the Landlord
    may in its absolute discretion apply/appropriate so much of the Utilities Deposit as it thinks fit to settle the same. Any appropriation
    by the Landlord shall not be deemed to be waiver of the Landlord’s claim for any outstanding monies owing by the Tenant to
    the Landlord and/or other remedies or rights conferred upon the Landlord in law or in equity or under this Agreement in respect of
    the Tenant’s breach and/or default and shall not in any way prejudice any other remedies and/or rights of the Landlord arising
    from such breach and/or default by the Tenant.
	 	 
	3.6	Maintenance
    and Reinstatement of Security Deposit
	 	 
	3.6.1	If
    the Utilities Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demands
    by the Landlord reinstate the Utilities Deposit by paying the Landlord the amount so appropriated by the Landlord.
	 	 
	3.6.2	It
    shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.6.1 hereof.
	 	 
	3.7	Service
    Charge Deposit (if applicable)
	 	 
	3.7.1	Upon
    execution of this Agreement and prior to occupation of the Demised Premises the Tenant shall pay to the Landlord the Service Charge
    Deposit of the amount set out in Section 6(c) of Schedule A hereto, if applicable, as security for the due and punctual
    payment of Service Charge, which Service Charge Deposit may be increased at any time and from time to time at the discretion of the
    Landlord in the event the Service Charge has been increased by the Developer and/or the Building Management Company on the Landlord.
	 	 
	3.7.2	The
    Service Charge Deposit, if applicable, shall be maintained in the amount stipulated in Section 6(c) of Schedule A or
    such increased amount as may be stipulated by the Landlord at any time and from time to time and the Tenant shall not be entitled
    to treat the Service Charge Deposit as payment of Service Charge or set-off the Service Charge Deposit against the Service Charge
    or arrears of Service Charge or payments due or payable to the Landlord by the Tenant.


 




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	3.8	Appropriation
    of Service Charge Deposit
	 	 
	3.8.1	If
    the Tenant fails to punctually observe and/or perform its obligations under this Agreement and/or the Tenant is in breach and/or
    default of any provisions of this Agreement and/or the Tenant fails to settle Service Charge, if applicable, and/or any bills or
    invoices with regard to electricity supply, telephone, water, conservancy, sewerage (including Indah Water payments) and other public
    utilities (if any) the Landlord may in its absolute discretion apply/appropriate so much of the Service Charge Deposit, if applicable,
    as it thinks fit to settle the same. Any appropriation by the Landlord shall not be deemed to be a waiver of the Landlord’s
    claim for any outstanding monies owing by the Tenant to the Landlord and/or other remedies or rights conferred upon the Landlord
    in law or in equity or under this Agreement in respect of the Tenant’s breach and/or default and shall not in any way prejudice
    any other remedies and/or rights of the Landlord arising from such breach and/or default by the Tenant.
	 	 
	3.9	Maintenance
    and Reinstatement of Service Charge Deposit
	 	 
	3.9.1	If
    the Service Charge Deposit or any part thereof is appropriated by the Landlord the Tenant shall within seven (7) days of demand
    by the Landlord reinstate the Service Charge Deposit by paying the Landlord the amount so appropriated by the Landlord.
	 	 
	3.9.2	It
    shall be deemed a material breach of the terms of this Agreement in the event of a breach of Clause 3.9.1
	hereof.	 
	 	 
	3.10	Interchangeability
    of Deposits
	 	 
	3.10.1	The
    Security Deposit and the Utilities Deposit and the Service Deposit (if applicable) may be utilized or appropriated or forfeited interchangeably
    by the Landlord at the Landlord’s discretion against any and all moneys due from the Tenant to the Landlord under this Agreement
    and/or outstanding payments due to the utilities company.
	 	 
	3.10.2	The
    Tenant shall not have any of the rights and/or power conferred on the Landlord pursuant to Clause 3.10.1 hereof.
	 	 
	3.11	Assignment
    of Deposits
	 	 
	3.11.1	The
    Tenant shall not be entitled and is absolutely prohibited from assigning, charging, pledging or in any way encumbering the Deposits.
	 	 
	3.11.2	The
    Landlord shall be entitled to assign or transfer the Deposits in whole or in part to any person body company or financial institution
    whether as security or otherwise.
	 	 
	3.12	Forfeiture
    of Deposits
	 	 
	3.12.1	Notwithstanding
    any provisions to the contrary in the event the Tenant is in breach and/or in default and/or fails to observe or comply with any
    terms and conditions of this Agreement the Landlord shall be entitled to forfeit the Deposits in addition to any other rights or
    remedy under this Agreement or available to the Landlord in law or in equity to recover all outstanding Rent, service charges, outstanding
    utilities bills/invoices, damages and other sums due or owing by Tenant to the Landlord under this Agreement.
	 	 
	3.13	Refund
    of Deposits
	 	 
	3.13.1	Upon
    the expiry of this Agreement and PROVIDED that the Tenant is not in breach of this Agreement or indebted or otherwise liable to the
    Landlord for non-observance or non-performance of any of the Tenant’s obligations under this Agreement and SUBJECT to the Tenant
    redelivering vacant possession of the Demised Premises to the Landlord in good and tenantable repair and in accordance with Clause
    10.5.1.2 hereof and delivering the receipts evidencing settlement of electricity, water and sewerage (Indah Water) payments/invoices
    up to the day of delivery of vacant possession of the Demised Premises to the Landlord in the manner set out in this Agreement, the
    Deposits shall be refunded free of interest to the Tenant within fourteen (14) days of compliance of the above.


 




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	4.	RENT
	 	 
	4.1	Payment
    of Rent
	 	 
	4.1.1	The
    Tenant shall during the term of this tenancy, whether formally demanded or not, promptly and punctually pay to the Landlord the Landlord
    the Rent set out in Section 5(a) of Schedule A hereto monthly in advance at the time and in the manner set out in Section
    5(b) of Schedule A hereto free of all deductions except that the first of such Rent shall be paid upon execution of this
    Agreement and if the Commencement Date does not fall on the first day of a calendar month, then the first of such payment payable
    by the Tenant to the Landlord upon execution of this Agreement shall be the aggregate of the rent payable for :


 


	 	4.1.1.1	the
    period computed from the Commencement Date until the end of that calendar month, pro- rated accordingly to the Rent; and
	 	 	 
	 	4.1.1.2	the
    full Rent payable for the following calendar month.


 


	4.1.2	In
    the event the Tenant shall fail to pay the Rent within the time stipulated in Section 5(b) of Schedule A hereto the
    Tenant shall be additionally liable to pay to the Landlord interest at the rate of ten per centum (10%) per annum on the amount
    of Rent outstanding without prejudice to any other rights or remedy which the Landlord may have against the Tenant under this Agreement.
	 	 
	4.2	Rent
    Free Period
	 	 
	4.2.1	Before
    the Commencement Date and subject to the execution of this Agreement, the Landlord shall permit and grant the Tenant a licence enter
    into the Demised Premises to attend to the preliminary renovation works (hereinafter referred to as “Possession”).
    No Rent is payable by the Tenant to the Landlord during this period of time.
	 	 
	4.2.2	Notwithstanding
    to the POSSESSION of the Demised Premises shall be delivered by the Landlord to the Tenant from the period as set out in Section
    8(c) of Schedule A SUBJECT ALWAYS to the following:-


 


	 	4.2.2.1	prior
    execution of this Agreement;
	 	 	 
	 	4.2.2.2	Landlord
    or Building Management Company’s approval of the Tenant’s fitting out plans, which such approval shall not be unreasonably
    withheld; and
	 	 	 
	 	4.2.2.3	settlement
    of the Rent for the first (1st) month of the Term, the Security Deposit, the Utilities Deposit and the Fit-Out Deposit.


 


	4.2.3	The
    Landlord hereby agrees to grant the Tenant during the Fit-Out Period as set out in Section 8(d) of Schedule A, rent
    free for fit out purposes which shall be commence from the date for Commencement of Fit- Out Works as set out in Section 8(c)
    of Schedule A of the Demised Premises by the Tenant.
	 	 
	4.2.4	The
    Fit-Out Deposit as set out in Section 8(a) of Schedule A shall be refunded by the Building Management Company to the
    Tenant upon completion of the renovation works PROVIDED ALWAYS THAT the renovation works have been approved by the Landlord or the
    Building Management Company (such approval shall not be unreasonably withheld) and SUBJECT ALWAYS to the rights of the Building Management
    Company to deduct any part of the Fit-Out Deposit to cover any expenses incurred by the Landlord to rectify any damage to the Building
    caused by the renovation works.
	 	 
	4.2.5	The
    Tenant shall comply with all the relevant rules and regulations of the Building Management Company in the carrying out of the fitting-out
    works.
	 	 
	4.3	Increase
    of Rent
	 	 
	4.3.1	In
    the event the quit rent or assessment or property taxes or rates or other imposition of a like nature by whatever name called payable
    to the Appropriate Authorities in respect of the Demised Premises or the Building or the Land is/are increased at any time during
    the term of the tenancy the Landlord shall have the absolute right to increase the Rent or require the Tenant to pay for such increase
    in municipal or other rates, assessments or property tax or other imposition of a like nature by whatever name called over and above
    the amount levied and/or imposed at the commencement of the Term as may be apportioned (if necessary) by the Landlord.
	 	 
	4.4	Sales
    and Service Tax (SST)
	 	 
	4.4.1	Where
    SST or any tax of a similar nature is required to be paid by the Landlord to the Appropriate Authorities in respect of any sums payable
    by the Tenant to the Landlord or the Managing Agent such amount of SST or other tax at the prescribed rate shall be borne by the
    Tenant and shall be paid in advance together with the Rent and other sums payable by the Tenant to the Landlord provided that a tax
    invoice shall be issued to the Tenant.


 




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	5.	SERVICE
    CHARGES (IF APPLICABLE)
	 	 
	5.1	Payment
    of Service Charge
	 	 
	5.1.1	During
    the terms of this tenancy and in addition to the Rent, the Tenant shall pay to the Developer and/or Building Management Company monthly
    in advance the Service Charge, if applicable as set out in Section 7(a) of Schedule A hereto, if applicable, at the
    time and in the manner ser out in Section 7(b) of Schedule A hereto free of all deductions except that the first of
    such Service Charge shall be paid upon execution of this Agreement and if the Commencement Date does not fall on the first day of
    a calendar month, then the first of such payment payable by the Tenant to the Developer and/or Building Management Company upon execution
    of this Agreement shall be the aggregate of the Service Charge payable for:


 


	 	5.1.1.1	the
    period computed from the Commencement Date until the end of that calendar month, pro- rated accordingly to the monthly Service Charge;
    and
	 	 	 
	 	5.1.1.2	the
    full Service Charge payable for the following calendar month.


 


	5.1.2	In
    the event the Tenant shall fail to pay the Service Charge, if applicable, within the time stipulated in Section 7(b) of Schedule
    A hereto the Tenant shall be additionally liable to pay to the Landlord interest at the rate of ten per centum (10%) per annum
    on the amount of Service Charge outstanding without prejudice to any other rights or remedy which the Landlord may have against
    the Tenant under this Agreement;
	 	 
	5.2	Increase
    in Service Charge
	 	 
	5.2.1	The
    Landlord and/or the Building Management Company shall be entitled in its absolute discretion to increase the Service Charge, if applicable,
    at any time and from time to time by giving notice in writing to the Tenant and the increased Service Charge shall be payable as
    from the date specified in the notice.
	 	 
	5.3	Building
    Management Company
	 	 
	5.3.1	The
    Developer and/or Building Management Company may in its absolute discretion at any time and from time to time appoint any person,
    body or corporation or any party to carry out any of the services and maintenance of the Common Property.
	 	 
	 	The
    Developer and/or the Building Management Company shall be entitled at any time and from time to time to impose any rules and regulations
    for the use of the Demised Premises, the Building, the Common Property, the Land or the facilities and the Tenant shall comply with
    such rules and regulations in default of which it shall be deemed to be breach of this Agreement entitling the Landlord to terminate
    this Agreement.
	 	 
	5.3.2	It
    shall be the obligation of the Tenant to check with the Developer and/or the Building Management Company on the latest rules and
    regulations in force in respect of the use of the Demised Premises, the Building, the Common Property and the Land.
	 	 
	5.4	Payment
    for Utilities
	 	 
	5.4.1	The
    Tenant shall promptly and punctually pay for the water, electricity, sewerage (Indah Water) and telephone bills (hereinafter referred
    to as “All the Utilities”) as and when the same falls due, such payment(s) shall be made within seven (7) days
    of receipt of the invoice/billing issued by the Landlord to the Tenant.
	 	 
	5.4.2	The
    Tenant shall be responsible for the payment of all the utilities charges for the Demised Premised with effect from the date of Commencement
    of the Fit-Out Works.
	 	 
	5.4.3	The
    Tenant acknowledges that :


 


	 	5.4.3.1	the
    water, electricity supply is/are issued by the utilities companies/bodies to the Landlord under a bulk meter; and
	 	 	 
	 	5.4.3.2	the
    Tenant would have to bear a proportion amount of water and electricity supply to the Demised Premises and Indah Water charges.


 


	5.4.4	The
    Tenant shall maintain and keep secure at all times the meters, switches and other fittings relating to the supply and use of the
    utilities aforesaid by the Tenant and the Tenant shall wholly responsible for any damage caused therefor and shall fully indemnify
    the Landlord against all claims, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof.


 




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	5.4.5	If
    applicable and in the event the Tenant shall require gas for the carrying out of its business, the Tenant shall enter into separate
    agreement directly with the supplier licensed by the Appropriate Authority
	 	 
	5.5	No
    liability for non-supply or interruption of Utilities
	 	 
	5.5.1	The
    Landlord shall not be held liable to the Tenant for failure to provide and/or any interruption to the supply of water, electricity,
    gas (if any), sewerage and other services to the Demised Premises or the Building or any part thereof, as the case may be for any
    reason whatsoever other than due to the Landlord’s failure to settle the bulk meter bills.
	 	 
	6.	FITTING
    OUT
	 	 
	6.1	Fit-Out
    Deposit
	 	 
	6.1.1	Simultaneously
    with the execution of this Agreement the Tenant shall pay to the Building Management Company :
	 	 
	6.1.1.1	The
    Fit-Out Deposit of the amount as stipulated in Section 8(a) of Schedule A hereto as security for the due observance
    and performance of the Tenant’s covenants set out herein; and
	 	 
	6.1.1.2	the
    bills/invoices for water, electricity and Indah Water charges.
	 	 
	6.2	Fit-Out
    Works
	 	 
	 	Preliminary
	 	 
	6.2.1	Prior
    to the carrying out of the Fit-Out Works the Tenant shall forward the following to the Landlord or the Landlord’s authorized
    representative including the Landlord’s architects, engineers, consultants and designers appointed by the Landlord or the Building
    Management Company for approval:


 


	 	6.2.1.1	detailed
    plans and specifications for the proposed Fit-Out Works to the Demised Premises including a detailed internal layout plan, structural
    plan, mechanical and electrical engineering plan and interior and exterior design plan complete with building specifications of the
    Fit-Out Works showing the floors, walls and ceiling decoration, shop sign and shop front. Where the Fit- Out Works requires approval
    from the Appropriate Authorities the plans drawings and specifications must first be approved by the Landlord prior to the submission
    to the Appropriate Authorities for approval. For the avoidance of doubt it shall be the obligation of the Tenant to ensure that the
    Fit-Out Works are safe and comply with all statutory requirements, policies and guidelines and the Landlord’s approval is solely
    for the Landlord to satisfied itself that the design layout and specifications is/are appropriate and acceptable to the Landlord
    having regard to the concept and image of the Building;
	 	 	 
	 	6.2.1.2	the
    proposed work schedule from commencement to completion of the Fit-Out Works;
	 	 	 
	 	6.2.1.3	the
    particulars of the Tenant’s contractors, servants, employees and agents carrying out or overseeing the Fit-Out Works;
	 	 	 
	 	6.2.1.4	the
    name, particulars and contact of the person in charge of the Fit-Out Works;
	 	 	 
	 	6.2.1.5	a
    copy of the Public Liability insurance of such insured amount as may be required by the Landlord and Workman Compensation insurance
    and the receipts of payment of premium;
	 	 	 
	 	6.2.1.6	such
    other information or documents required by the Landlord or the Managing Agent from time to time.


 


	6.2.2	If
    the Tenant shall require electricity supply in excess of the Landlord’s existing supply arrangement the Tenant shall obtain
    the prior written consent of the Landlord and any costs and expenses incurred in the Landlord accommodating the Tenant’s request
    for such additional electricity supply including any payments to Tenaga Nasional Berhad and all costs and expenses for such alteration
    or installation shall be borne by the Tenant. The Tenant shall be liable for any damages or loss suffered by the Landlord arising
    from such alteration or installation aforesaid.
	 	 
	6.2.3	The
    Tenant shall be responsible for all costs and expenses incurred for the Fit-Out Works and where the Landlord is required to sign
    and/or submit to the Appropriate Authorities any application forms drawings plans or other documents as proprietor of the Land/Building
    all costs and expenses incurred by the Landlord including all fees payable to the Appropriate Authorities and the Landlord’s
    consultants shall be borne by the Tenant.


 




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	6.2.4	Any
    amendments to be the Fit-Out Works required by the Appropriate Authorities must be re-submit to the Landlord for approval;
	 	 
	6.2.5	The
    Tenant shall commence and carry out the Fit-Out Works not later than the time stipulated in Section 8 (c) of Schedule A
    hereto or such extension of time as the Landlord may grant in writing and in the event the Tenant shall fail or is unable to
    commence the Fit-Out Works within the stipulated time or such extension of time granted by Landlord in writing for any reason whatsoever
    including the failure to obtain the requisite approval(s) from the Appropriate Authorities the Landlord shall be entitled to terminate
    this Agreement whereupon the provisions of Clause 6.3.2 hereof shall apply.
	 	 
	 	Carrying
    out Fit-Out Works
	 	 
	6.2.6	Until
    the Fit-Out Works are completed, the Tenant shall ensure that the Demised Premises shall be hoarded and shield off from the view
    of public by decorative panels approved by the Landlord and all costs and expenses incurred therewith shall be borne by the Tenant
    absolutely.
	 	 
	6.2.7	In
    carrying out the Fit-Out Works the Tenant shall observe and comply with the following:


 


	 	6.2.7.1	comply
    with all rules, guidelines and directives as may be specified from time to time by the Landlord and/or the Building Management Company;
	 	 	 
	 	6.2.7.2	carry
    out the Fit-Out Works in a good and professional manner and in compliance with all laws and regulations and within the time allowed
    by the Landlord or the Building Management Company for carrying out the Fit-Out Works;
	 	 	 
	 	6.2.7.3	ensure
    its contractors and sub-contractors comply with the instructions and directives of the Landlord and/or the Building Management Company;
	 	 	 
	 	6.2.7.4	ensure
    that the Fit-Out Works are done safely and would not pose any danger to the Tenant’s workers or contractors or other tenants
    and their invitees;
	 	 	 
	 	6.2.7.5	ensure
    that all partitions, installation, designs, decorations, signs and other works are within the boundaries of the Demised Premises
    and does not encroach onto the adjoining parcel or space or Common Property;
	 	 	 
	 	6.2.7.6	construct
    and complete the Fit-Out Works in accordance with the plans drawings and specifications as approved by the Landlord and the Appropriate
    Authorities (if applicable) and ensure that the Fit-Out Works when completed would be fit and safe for occupation;
	 	 	 
	 	6.2.7.7	use
    only non-combustible and non-carcinogenic material and on harmful materials for the Fit-Out Works;
	 	 	 
	 	6.2.7.8	at
    all times to keep the Demised Premises, the Building, Common Property, staircase, landing, passageway, corridors and lift clean and
    tidy and not store or place any materials anywhere outside the Demised Premises;
	 	 	 
	 	6.2.7.9	remove
    all waste, debris and unwanted building materials to the central refuse collection point identified by the Landlord in default of
    which the Landlord or the Building Management Company shall be entitled (but not obliged) to carry the same to the central refuse
    point and the costs shall be borne by the Tenant;
	 	 	 
	 	6.2.7.10	not
    to maim, penetrate, puncture, disturb, damage or do any act or thing which would affect or likely to affect the structure or column
    or pillars or beam of the Building or the Demised Premises or Common Property or do any act or thing which would or might damage
    any adjoining or neighboring building(s);
	 	 	 
	 	6.2.7.11	not
    to carry out or permit or suffer any illegal and/or unlawful acts from taking place in the Demised Premises or the Building or Common
    Property;
	 	 	 
	 	6.2.7.12	not
    to employ or engage whether on full time or part time any non-citizens without the appropriate immigration entry papers and working
    permit/pass/visa;
	 	 	 
	 	6.2.7.13	not
    to cause any inconvenience, nuisance or damage of any kind to any tenant, lessee or owner of any adjoining or neighbouring property(ies)
    or their invitees;
	 	 	 
	 	6.2.7.14	not
    to make excessive noise in carrying out the Fit-Out Works and if such noise is inevitable the Tenant shall stop or cause to be stopped
    the Fit-Out Works until such time as is appropriate for the Fit-Out Works to resume;


 




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	 	6.2.7.15	not
    to carry out the Fit-Out Works outside the permitted hours stipulated by the Landlord or the Building Management Company;
	 	 	 
	 	6.2.7.16	not
    to permit or suffer its contractors or sub-contractors or their workers to sleep or cook in the Demised Premises.


 


	6.2.8	The
    Tenant shall :


 


	 	6.2.8.1	bear
    all costs and expenses incurred in connection with any Fit-Out Works;
	 	 	 
	 	6.2.8.2	bear
    the costs and expenses incurred to repair and make good any damage caused to the Building, Common Property and the Land;
	 	 	 
	 	6.2.8.3	be
    solely responsible for the security of the Demised Premises and its construction materials, equipments and other materials and on
    no account whatsoever shall the Landlord and/or the Building Management Company be responsible or liable for the loss of any construction
    material, equipment and other materials;
	 	 	 
	 	6.2.8.4	bear
    all costs and expenses for the installation of any additional fire sprinklers and/or compliance with fire protection regulations.
    For the avoidance of doubt the Tenant shall bear all costs and expenses incurred in the relocation of any existing fire sprinklers
    or fire protection installations and any damage to such fire sprinklers or fire protection installations during the Fit-Out Works
    shall be borne by the Tenant;
	 	 	 
	 	6.2.8.5	be
    responsible for any injury or death caused to the Tenant’s contractors sub-contractors or their workers or other tenants or
    lessee and/or their invitees and any other persons present in the Building or in its vicinity whether authorized to enter or not.
	 	 	 
	 	Inspection	 


 


	6.2.9	The
    Landlord and/or the Building Management Company shall after giving reasonable notice, whether by itself or together with its consultants,
    agents or duly authorized representatives be entitled to enter the Demised Premises at any time to inspect the Fit-Out Works and/or
    to ascertain the progress of the Fit-Out Works and/or to ascertain that the Fit-Out Works are executed in accordance with the plans
    approved by the Landlord and the Appropriate Authorities (if applicable) and in compliance with the terms of this Agreement.
	 	 
	6.2.10	Where
    it appears to the Landlord that the Fit-Out Works are not carried out in accordance with the terms of this Agreement and/or not in
    accordance with the approved Fit-Out Works plans or specification and/or not in accordance with the Appropriate Authority’s
    approval and/or has encroached onto the adjoining parcel/space and/or Common Property the Landlord shall be entitled to compel the
    Tenant to demolish or dismantle or to carry out works to rectify the works so as to be in compliance with the plans approved by the
    Landlord and the Appropriate Authorities (if applicable) at the sole cost and expense of the Tenant and ensure that all such works
    are within the boundary of the Demised Premises failing which the Landlord is entitled and authorized (but is not obliged) to carry
    out the above on behalf of the Tenant at the Tenant’s costs and expense.
	 	 
	6.2.11	If
    the Landlord considers it necessary or expedient due to any material default by the Tenant of the terms of this Agreement in respect
    of the Fit-Out Works and if a mutual agreement could not be reached between the Landlord and the Tenant the Landlord may be notice
    in writing to the Tenant withdraw or suspend the licence granted to the Tenant under this Agreement whereupon :


 


	 	6.2.11.1	the
    Landlord and/or the Manager and/or Building Management Company shall be entitled to enter the Demised Premises at will;
	 	 	 
	 	6.2.11.2	in
    the event of suspension :


 


	 	6.2.11.2.1	the
    Tenant’s right to enter the Demised Premises, the Building and the Common Property shall be suspended until the suspension
    is lifted by the Landlord and written notice given by the Landlord to the Tenant of the lifting of the suspension;
	 	 	 
	 	6.2.11.2.2	the
    Fit-Out Period shall be extended and where no Fit-Out Fee is charged or the Fit- Out Fee is less than the Rent a licence fee for
    the extended period shall then be charged at the same rate as the Rent;
	 	 	 
	 	6.2.11.2.3	the
    Landlord shall entitled to impose such conditions as the Landlord deems fit for the compliance by the Tenant before the suspension
    is lifted;


 




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	 	6.2.11.2.4	in
    the event the Tenant shall fail to comply with the conditions imposed by the Landlord within the time stipulated by the Landlord,
    the Landlord shall be entitled to withdraw the licence granted by the Landlord to the Tenant to carryout the Fit- Out Works whereupon
    the provisions of Clause 6.2.11.3 hereof shall apply.


 


	 	6.2.11.3	in
    the event of the withdrawal of the licence granted by the Landlord to the Tenant to carryout the Fit-Out Works this Agreement shall
    terminate whereupon :


 


	 	6.2.11.3.1	the
    Tenant shall at its own cost and expense peaceably reinstate the Demised Premises to its original condition and hand over vacant
    possession of the Demised Premises to the Landlord;
	 	 	 
	 	6.2.11.3.2	the
    Tenant shall at its own cost and expense make good any damage caused to the Demised Premises or the Building or the Common Property
    or the Land;
	 	 	 
	 	6.2.11.3.3	remove
    all debris and construction materials and equipment from the Demised Premises and ensure that the Demised Premises, the Building,
    the Common Property and the Land is/are cleaned and cleared of all debris and construction materials of the Tenant or its contractors
    or sub-contractors;
	 	 	 
	 	6.2.11.3.4	the
    Tenant shall pay to the Landlord a licence fee less the Fit-Out Fee from the date of this Agreement until the termination of this
    Agreement and full compliance of Clause 6.2.11.3.1 to 6.2.11.3.4 hereof at the rate of the Rent .


 


Completion
of Fit-Out Works


 


	6.2.12	The
    Fit-Out Works shall be completed in accordance with the terms of this Agreement within the Fit-Out Period as set out in Section
    8(d) of Schedule A hereto.
	 	 
	6.2.13	Upon
    completion of the Fit-Out Works :


 


	 	6.2.13.1	the
    Tenant shall give written notice to the Landlord of such completion and the Landlord and/or the Manager shall be entitled (but is
    not obliged) to inspect the Demised Premises to verify the compliance of the terms of this Agreement by the Tenant; and
	 	 	 
	 	6.2.13.2	the
    Tenant shall ensure that the Demised Premises, the Building, the Common Property and the Land are cleaned and tidied and all waste,
    debris and unused building materials and other materials in the Demised Premises, the Building, the Common Property and the Land
    are removed and cleared.


 


	6.2.14	Where
    the Landlord is satisfied that the Tenant has complied with all its obligations with respect to the Fit- Out Works and all sums payable
    to the Landlord has been paid in full, the Fit-Out Deposit shall be refunded free of interest to the Tenant SUBJECT to deduction
    of any sum or sums as may be necessary to make good any damage caused by the Tenant or its contractors or sub-contractors and any
    costs incurred by the Landlord or the Manager arising from a failure of the Tenant to comply with the terms of this Agreement and/or
    the rules, guidelines and directives imposed in respect of Fit-Out Works.
	 	 
	 	Indemnity
	 	 
	6.2.15	The
    Tenant shall indemnify and keep the Landlord fully indemnified and save harmless against all actions, claims, demands, losses, damage,
    cost and expenses which the Landlord and/or the Manager may become liable as a consequence of or connected with the execution of
    the Tenant’s Fit-Out Works and/or any acts, omission or negligence of the Tenant, its contractors, sub-contractors, agents,
    servants, employees, consultants and/or invitees during the Fit-Out Period or otherwise.
	 	 
	6.2.16	The
    Tenant hereby expressly agrees that any approval given by the Landlord for the Fit-Out Works, plans, drawings or specifications of
    the Fit-Out Works or any amendments thereto required by the Landlord shall not in any manner whatsoever release the Tenant of any
    liability to or its indemnity given to the Landlord and/or the Manager hereunder. In addition the Tenant further agrees that the
    Landlord shall not be held responsible or liable in any manner whatsoever for any personal injury, death, loss or damage to property
    or otherwise suffered by any person including the Tenant caused directly or indirectly:


 


	 	6.2.16.1	by
    the execution of the Fit-Out Works; and/or
	 	 	 
	 	6.2.16.2	any
    approvals or consent given or any amendments or variations required by the Landlord in respect of any Fit-Out Works; and there shall
    not in any way or on any account whatsoever be imputed upon the Landlord any liability and it is hereby expressly agreed that it
    shall be the sole responsibility and obligation of the Tenant to ensure that the Fit-Out Works are and will be safe and will not
    cause any harm or bodily injury to any person or damage to any property.


 




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	6.3	Licence
	 	 
	6.3.1	Subject
    to the Tenant having paid the Fit-Out Deposit and the Fit-Out Fee and the Deposits and the Service Charge, if applicable, and Rent
    in advance, the Landlord shall let the Tenant to take possession of the Demised Premises as a licensee of the Landlord for the Fit-Out
    Period for the purpose of completing the Fit- Out Works pending commencement of the tenancy hereby created.
	 	 
	6.3.2	In
    the event the Tenant :


 


	 	6.3.2.1	fails,
    refuse and/or neglect to take delivery or accept delivery of the Demised Premises for the purpose of carrying out the Fit-Out Works
    within fourteen (14) days of the Landlord’s request to the Tenant to do so; or
	 	 	 
	 	6.3.2.2	fails,
    refuse and/or neglect to pay Deposits or the Service Charges or the advance Rent or the Fit- Out Deposit or the Fit-Out Fee as and
    when the same falls due; or
	 	 	 
	 	6.3.2.3	fails,
    refuse and/or neglect to commence the Fit-Out Works within fourteen (14) days from the commencement of the Fit-Out Period;
    or
	 	 	 
	 	6.3.2.4	fails,
    refuse and/or neglect to complete the Fit-Out Works on or before the expiry of the Fit-Out Period or any extended Fit-Out Period,
    as the case may be; or
	 	 	 
	 	6.3.2.5	fails,
    refuse and/or neglect to comply with the rules, guidelines and directives of the Landlord or the Building Management Company in respect
    of the Fit-Out Works;
	 	 	 
	 	6.3.2.6	fails,
    refuse and/or neglect to remedy any breach of the terms of this Agreement;
	 	 	 
	 	6.3.2.7	commits
    any of bankruptcy or a bankruptcy notice is served or deemed to have been served on the Tenant or, being a company, the Tenant enters
    into liquidation whether compulsory or otherwise or a receiver appointed in respect of any part of its assets or a court order or
    judgment or decree is obtained against the Tenant which remained unsatisfied at the expiry of twenty one (21) days of service
    on the Tenant or the Tenant makes an assignment for the benefit or its creditors or is unable to pay its debts or distress or execution
    proceedings is levied against the Tenant which is not satisfied or discharged by the Tenant within fourteen (14) days from
    the date of commencement of such distress or execution proceedings;
	 	 	 
	 	 	then
    upon happening of the above events the Landlord shall be entitled to terminate this Agreement by giving the Tenant not less than
    fourteen (14) days’ written notice whereupon :
	 	 	 
	 	6.3.2.8	the
    licence granted to the Tenant shall cease immediately;
	 	 	 
	 	6.3.2.9	the
    Tenant shall redeliver vacant possession of the Demised Premises in its original state and condition;
	 	 	 
	 	6.3.2.10	the
    Landlord shall be entitled to re-enter the Demised Premises;
	 	 	 
	 	6.3.2.11	the
    Deposits except the Fit-Out Deposits shall be forfeited by the Landlord in addition to any rights or remedy which the Landlord may
    have against the Tenant including but not limited to the right to claim for the Rent for the unexpired Term and other loss or damages
    suffered by the Landlord.


 


	7.	COVENANTS
    BY TENANT
	 	 
	7.1	Covenants
    by Tenant
	 	 
	7.1.1	The
    Tenant hereby covenants with the Landlord as follows :


 


	 	7.1.1.1	Payment
    of Deposits


 


To
pay to the Landlord the Deposits and the licence fee as and when the same falls due;


 


	 	7.1.1.2	Payment
    of Rent etc


 


To
pay to the Landlord the Rent, the Service Charge (if applicable) and the licence fee as and when the same falls due;


 




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	 	7.1.1.3	Payment
    of Increase of deposits and charges


 


To
pay to the Landlord any increase in the Deposits, the Rent, the Service Charge (if applicable);


 


	 	7.1.1.4	Settlement
    of Outgoings


 


To
promptly and punctually settle all water, electricity, sewerage, telephone and other outgoings bills/invoices in respect of the Demised
Premises (quit rent and assessment are not included) and discharge all charges for outgoings and refuse collections;


 


	 	7.1.1.5	Use
    / Purpose


 


To
use the Demised Premises only for the specific purpose set out in Section 9 of Schedule A hereto and not for any other
purpose;


 


	 	7.1.1.6	Licence,
    Permits, Consent, Approvals


 


To
obtain and maintain at the Tenant’s own cost and expense all licences permits consent and approvals of the Appropriate Authorities
for the lawful conduct of the Tenant’s business in the Demised Premises and where required by any legislation or regulations to
prominently display such licences permits consent and approvals aforesaid in the Demised Premises;


 


	 	7.1.1.7	Fines
    and Penalties


 


To
indemnify the Landlord against any fines, penalties and/or liabilities imposed on the Landlord in respect of any breach of Clause
7.1.1.5 and/or 7.1.1.6 hereof or any matter touching on or connected with the operation of the Tenant’s business at
the Demised Premises;


 


	 	7.1.1.8	Commencement
    of Business
	 	 	 
	 	 	To
commence business on the Business Commencement Date as set out in Section 4(c) of Schedule A hereto;





 


	 	7.1.1.9	Maintenance
    of interior of Demised Premises


 


To
keep the fixtures and fittings and the interior of the Demised Premises the flooring and interior plaster or other surface material or
rendering on walls and ceiling and the Landlord’s fixtures thereon including doors windows glass shutters locks fastenings electric
wiring installations lightings power and other electrical components fire sprinklers and fire fighting equipment and fittings for light
and power pipes cistern and other fixtures fittings and additions thereto in good and tenantable repair and clean condition and to replace
or to repair any part of the Demised Premises and the Landlord’s fixtures and fittings therein which shall be broken or damaged
and further that if any damage is caused to the Landlord or to any person whomsoever directly or indirectly through the said damaged
condition of any part of the interior of the Demised Premises the Tenant shall be wholly responsible therefore and shall fully indemnify
the Landlord against all claims, demands, actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof;


 


	 	7.1.1.10	Cleaniness


 


To
keep the Demised Premises and every part thereof and all decorations therein clean and in the best possible hygienic condition and where
applicable to keep all pipes drains basins sinks water closets in the Demised Premises clean and unblocked. In addition the Tenant shall
ensure that all grills, roller shutter, door, internal and exterior surfaces floor signboard floors goods and articles are cleaned and
remain clean and presentable on a daily basis and all rubbish garbage unused boxes are disposed or neatly stowed away from sight;


 


	 	7.1.1.11	Refurbishment/Upgrade


 


To
refurbish and upgrade the Demised Premises and the Tenant’s signs decorations fixtures and fittings and other installations periodically
in such intervals as may be stipulated or required by the Landlord so that the Demised Premises and signs decorations fixtures and fittings
and other installations shall remain new, attractive and appealing to shoppers.


 




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	 	7.1.1.12	Pest
    Control


 


To
carryout periodic pest control and inspection at such intervals as may be specified by the Landlord and where the Landlord has engaged
the services of pest control service providers to service the Building the Tenant shall contribute a fair and reasonable amount as may
be determined by the Landlord;


 


	 	7.1.1.13	Entry
    and Repair


 


To
permit the Landlord and its agents with or without workmen and others and with or without appliances at all reasonable times to enter
upon the Demised Premises and to view the condition thereof and to do such works and things as may be required for any repairs alterations
or improvements to the Demised Premises and/or the Landlord’s fixtures and fittings and/or to repair in a proper and workmanlike
manner any defects for which the Tenant is liable and to pay the Landlord’s costs and expenses incurred therewith. Nothing herein
shall relieve the Tenant’s obligations to repair and/or make good and or replace any damage within seven (7) days of service
of notice on the Tenant to repair/and or replace and/or to make good the damage Provided Always that in case of urgency and/or emergency
such repair or replacement shall be carried out by the Tenant immediately and if the Tenant shall fail to carry out such repair and replacement
the Landlord may carryout such repair or replacement at the cost and expense of the Tenant;


 


	 	7.1.1.14	Damage
    to Common Property


 


To
repair make good and/or replace any part of the Common Property or Building which is damaged by the Tenant or its employees or invitees
or contractors and where such repair or replacement is carried out by the Landlord or the Building Management Company the Tenant shall
forthwith on demand pay to the Landlord the costs and expenses incurred by the Landlord or the Building Management Company in carrying
out such repair or replacement;


 


	 	7.1.1.15	Indemnity
    for Summons etc


 


To
indemnity and keep indemnified the Landlord against any and all summons, actions, proceedings, claims and demands costs damages and expenses
which may be levied brought or made against the Landlord or which the Landlord may pay sustain or incur by reason of any act or omission
or use the Demised Premises by the Tenant, his/her/their servants, agents, licensees or invitees;


 


	 	7.1.1.16	Receipt
    of Notices


 


Upon
the receipt of any notice, order or direction issued pursuant to any ordinance, regulations, by-laws, Act or legislation by a competent
authority affecting or likely to affect the Demised Premises whether the same shall be served directly on the Tenant or the original
copy thereof be received from any underlessee or other person whatsoever the Tenant shall comply with such notice, order or direction
at its own expense and will forthwith deliver to the Landlord a copy of such notice, order or director;


 


	 	7.1.1.17	Viewing
    prior to termination/expiry of tenancy


 


To
permit the Landlord and/or its agents at any time within three (3) months prior to the expiry of the Terms hereby created upon
prior appointment to bring prospective tenants to view the Demised Premises for the purpose of letting the same


 


	 	7.1.1.18	Insurance
    by Tenant and Security


 


At
all times throughout the Term hereby created to keep the Tenant’s own goods, articles and property in the Demised Premises insured
against loss or damage by theft, burglary, fire, water, strikes, riots, civil commotion and other risks as may be required by the Landlord
and to pay all premiums incurred therewith and the Tenant hereby absolve the Landlord from all liability whatsoever and howsoever sustain
arising from the loss of or damage to the Tenant’s goods, articles or property at the Demised Premises or the Building or Common
Property. The Tenant shall at all times keep the Tenant’s goods, articles and property safe and guarded against theft, burglary,
accident or damage and in the event of any loss arising therefrom the Tenant shall immediately notify the Landlord and lodge a police
report on the matter and deliver a copy of the police report to the Landlord for the record;


 




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	 	7.1.1.19	Prohibition
    against storage of arms etc


 


Not
to store or bring upon the Demised Premises or the Building, or the Common Property or the Land any arms, ammunition or unlawful goods,
gunpowder, saltpeter, kerosene or any explosive or combustible substance in any part of the Demised Premises and not to place or leave
at the entrances or stairways, passages or corridors of the Demised Premises or Building or the Common Property or the Land any boxes
or rubbish or other water or debris and to keep the Demised Premises in a clean condition;


 


	 	7.1.1.20	Prohibition
    against unlawful use


 


Not
to use the Demised Premises for any unlawful purpose and not to do or permit to be done any act or thing which may infringe the rules
and regulations set down by the Landlord or the Building Management Company;


 


	 	7.1.1.21	Prohibition
    against accumulation of dirt


 


Not
to use the Demised Premises or do anything which causes the accumulation of dirt, rubbish or debris of any sort in or outside the Demises
Premises or the Building or Common Property or which cause any unreasonable amount of noise or which in the opinion of the Landlord is
undesirable or unsuitable;


 


	 	7.1.1.22	Prohibition
    against assignment


 


Not
to assign, underlet or part with the actual or legal possession of the Demised Premises or any part thereof for any terms whatsoever;


 


	 	7.1.1.23	Prohibition
    against infringement of laws


 


Not
to do or permit to be done on the Demised Premises anything which will or may infringe any of the laws by-laws or regulations made by
the government, the local town board or any competent authority affecting the Demised Premises or the Building;


 


	 	7.1.1.24	Prohibition
    against infringement of land use


 


Not
to use or permit the Demised Premises to be used for any purpose which may infringe the express or implied conditions of the title or
the category of land use.


 


	 	7.1.1.25	Prohibition
    against voiding of insurance policies


 


Not
to do or permit or suffer to be done anything whereby the policy or policies of insurance on the Demised Premises and/or the said Building
against loss or damage by fire for the time being subsisting may become void or voidable or whereby the rate of premium thereon may be
increased and to make good and indemnify the Landlord against all damages suffered by the Landlord as a result of the policy or policies
of insurance rendered void or voidable and to further pay to the Landlord all sums paid by the Landlord by way increased premium and
all expenses incurred by the Landlord in or about any renewal of such policy or policies rendered necessary by a breach or non-observance
of this covenant;


 


	 	7.1.1.26	Prohibition
    against damage to sprinklers


 


Not
to damage, meddle, remove or adjust the position of the fire sprinklers or other fire fighting installations unless the prior written
consent of the Landlord has been obtained and where the fire sprinklers or other fire fighting installations are required to be removed
or adjusted or increased whether in compliance with the Appropriate Authorities directions or requirements or otherwise the costs and
expenses of such compliance shall be borne by the Tenant;


 


	 	7.1.1.27	Prohibition
    against affixing signs etc


 


Not
to affix erect attach or exhibit or permit or suffer so to be done any placard, poster, notice, advertisement, name or sign whatsoever
other than at such place as may be designated by the Landlord;


 


	 	7.1.1.28	Prohibition
    against alterations


 


Not
to make or permit to be made any alterations in or additions to the Demised Premises otherwise than in accordance with the approved Fit-Out
Works or the Landlord’s fixtures, fittings and decorations therein without having first obtained the written license and consent
of the Landlord;


 




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	 	7.1.1.29	Prohibition
    against Overloading


 


Not
to bring into or install in or place in the Demised Premises and/or the Building and/or the Common Property any item, fixture, plant
or machinery which may exceed the floor load or cause stress or damage to the structure of the Building or Common Property or any part
thereof. The Landlord may prescribed the weight and position for placement of safes and other heavy articles in the Demised Premises;


 


Subject
to the Landlord’s written approval, the Tenant shall prior to bringing into the Building or Common Property of the Demised Premises
any heavy machinery fitting plant or equipment goods or articles provide adequate details of the nature size weight of the same and the
Landlord may prescribe the transportation time and route and the Tenant shall comply with such directions;


 


	 	7.1.1.30	Prohibition
    against using the roof trusses


 


Not
to suspend any article from the roof or roof trusses or ceiling whether for storage or display or otherwise without the prior written
consent of the Landlord;


 


	 	7.1.1.31	Prohibition
    against Dwelling and Cooking


 


Not
to use, permit or suffer the used of the Demised Premises whether during the Fit-Out Period or the Term of the tenancy for dwelling purposes
or carry out any form of cooking;


 


	 	7.1.1.32	Prohibition
    against Auctions


 


Not
without the prior written consent of the Landlord consent conduct or allow any auction by whatever name called in the Demised Premises
or any other manner of sale which in the opinion of the Landlord is not keeping with the image/reputation of the Building or which would
adversely affect the business of other tenants;


 


	 	7.1.1.33	Prohibition
    against Animals/Pets


 


Not
to keep or permit or suffer to be kept any animals or pets in the Demised Premises or on in any part of the Building or Common Property
or the Land;


 


	 	7.1.1.34	Prohibition
    against Religious Altars


 


Not
to display or install in the Demised Premises or the Building or Common Property or Land any religious altars or other religious items
or burn any incense or other offerings therein;


 


	 	7.1.1.35	Prohibition
    against obstruction


 


Not
to cause or permit or suffer to be caused any obstruction impediment or prevent the access to or egress from the car park by indiscriminate
parking whether by the Tenant or its employees or invitees or suppliers or contractors and to park their vehicles at designated car parks
(if any);


 


	 	7.1.1.36	Prohibition
    against encroachment


 


Not
to place any signs, poster, fixtures and fittings, goods, articles, boxes or other effects outside the Demised Premises or encroach onto
the space or boundaries of adjacent parcels/space or the Common Property;


 


	 	7.1.1.37	Surrender
    of vacant possession


 


At
the expiration of termination of this tenancy or the licence granted herein to the Tenant, to peaceably surrender and yield up to the
Landlord the Demised Premises with the Landlord’s fixtures and fittings thereto in its original condition (fair wear and tear excepted)
and to clear up any rubbish and to peaceably and quietly deliver up to the Landlord vacant possession of the Demised Premises in good,
clean and proper state of tenantable repair and condition in accordance with Clause 10.5.1.2 hereof.


 




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	7.2	Additional
    Covenants by the Tenant
	 	 
	7.2.1	The
    Tenant shall permit the Landlord its agents contractors or workmen at any time with prior notice to enter the Demised Premises :


 


	 	7.2.1.1	to
    lay, fix in and lead through or carry out repairs to wires, cables, ducts for the installation or supply of electricity, air-conditioning,
    public address system, sound system, pipes for water supply or discharge, gas, waste and sewerage as the Landlord may from time to
    time require to be laid and fixed in and led through or repaired for the Demised Premises or the Building or Common Property; or
	 	 	 
	 	7.2.1.2	for
    the general purpose of repairing, removing and/or replacing all or any of the above;


 


and
the Landlord shall endeavour to carry out such works with expediency and minimal disruption to the business of the Tenant.


 


	7.2.2	The
    Tenant shall install at the Tenant’s own cost and expense all telecommunication equipment as the Tenant may require in such
    manner that the wires do not run across the floor or ceiling or along the walls so as to be visible and shall ensure that the same
    is/are properly concealed with appropriate ducts.
	 	 
	7.2.3	The
    Tenant shall not install its own public address system or sound system within or outside the Demised Premises without the prior written
    consent of the Landlord and where such consent is granted the Tenant shall ensure that the Tenant’s system shall be compatible
    in all material aspects with the Landlord’s public address and sound system.
	 	 
	7.2.4	The
    Tenant hereby expressly declares and agrees that the Tenant shall not apply to the Appropriate Authorities for the endorsement of
    this tenancy on the register document of title of the Land pursuant to Section 316 of the National Land Code.
	 	 
	7.3	Operation
    of Business
	 	 
	7.3.1	The
    Tenant shall be required to commence business on the Business Commencement Date as set out in Section 4(c) of Schedule A.
	 	 
	7.3.2	The
    Tenant shall at all times conduct its business for the purpose set out in this Agreement in a reputable manner and by the best standards
    befitting the kind of business carried out by the Tenant at the Demised Premises. The Tenant shall not conduct its business in any
    manner that my in the opinion of the Landlord adversely affect the image of the Landlord or the image of the Building.
	 	 
	7.3.3	The
    Tenant is prohibited from changing the type of business conducted at the Demised Premises or its name or trade name unless the prior
    written approval of the Landlord is first had and obtained, which approval may be granted or withheld at the absolute discretion
    of the Land.
	 	 
	7.3.4	The
    Tenant is prohibited from carrying on any unlawful or illegal or immoral business or activities at the Demised Premises.
	 	 
	7.3.5	The
    Tenant shall load and unload its goods at designated loading bay (if any) and shall only use lift(s), if any, designated for such
    loading and unloading (if any) and the Tenant shall comply with all rules and regulations imposed by the Developer or the Building
    Management Company with respect to the loading and unloading of goods.
	 	 
	8.	FURTHER
    RENOVATIONS
	 	 
	8.1	Further
    renovations by Tenant
	 	 
	8.1.1	The
    Tenant shall not make any alterations or renovations to the Demised Premises without the prior approval of the Landlord after the
    completion of the Fit-Out Works.
	 	 
	8.1.2	If
    the Tenant desires to carry out any renovation works the Tenant shall submit detailed drawings and specifications of the renovation
    works proposed to be done to the Landlord for approval.
	 	 
	8.1.3	Where
    the Landlord consents to the renovation works the Landlord may impose such conditions as the Landlord deems fit and in addition thereto
    the Tenant shall be required to pay to the Landlord or the Building Management Company a renovation deposit of such amount as may
    be stipulated by the Landlord and the provisions relating to terms and conditions and carrying out of Fit Out Works as set out in
    Clause 6 hereof shall apply mutadis mutandis to the renovation works with necessary modification, where necessary,
    to give effect to the intention herein.


 




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	9.	LANDLORD’S
    COVENANTS
	 	 
	9.1	Landlord’s
    Covenants
	 	 
	9.1.1	PROVIDED
    THAT the Tenant has promptly and punctually pay to the Landlord the Deposits, Rent, Service Charge (if applicable) and all other
    sums payable under this Agreement and have duly comply observed and performed the terms of this Agreement the Landlord covenants
    with the Tenant as follows :


 


	 	9.1.1.1	the
    Landlord shall permit the Tenant the quiet enjoyment of the Demised Premises during the tenancy hereby created without any interruption
    by the Landlord or any person lawfully claiming through him;
	 	 	 
	 	9.1.1.2	the
    Landlord shall promptly and punctually pay all quit rent and assessment as and when the same falls due save and except in so far
    as the same or any part thereof are payable by the Tenant under the terms of this Agreement;
	 	 	 
	 	9.1.1.3	the
    Landlord shall keep the roof and main structure of the Building in good and tenantable repair;
	 	 	 
	 	9.1.1.4	the
    Landlord shall use its best endeavours to maintain the existing fire sprinkler system but shall not be liable to the Tenant in the
    event the fire sprinkler system shall fail to function but the Tenant shall be responsible to maintain all movable and non-fixed
    fire fighting equipment and any additional fire sprinkler installed by the Tenant by itself or in compliance with the requirements
    or directive of the Appropriate Authorities;
	 	 	 
	 	9.1.1.5	the
    Landlord shall ensure that the Building is insured against fire but the Tenant shall be required to insure its own goods articles
    property and installations;
	 	 	 
	 	9.1.1.6	the
    Landlord shall comply with the additional covenants set out in Schedule C hereto;
	 	 	 
	 	9.1.1.7	the
    Landlord agrees that the Tenant shall be permitted at its own cost and expense to put up its signage at the place designated by the
    Landlord and if the Tenant requires to put up additional signage at any other place other than the designated place the Tenant shall
    be liable to pay to the Landlord such sum as may be stipulated by the Landlord if the Landlord so permits;


 


	9.1.2	The
    Tenant hereby agrees that the Landlord is not required to take out any public liability insurance and it shall be the obligation
    for the Tenant to take out its own public liability insurance in respect of its business and Fit-Out Works and renovation works.
	 	 
	10.	TERMINATION
	 	 
	10.1	Termination
    by Landlord
	 	 
	10.1.1	The
    Landlord and the Tenant hereby expressly agree and declare that :-


 


	 	10.1.1.1	if
    the Rent hereby reserved or any part thereof shall at any time be unpaid for seven (7) days after the same shall become due
    (whether formally or legally demanded or not); or
	 	 	 
	 	10.1.1.2	if
    the Service Charge, if applicable or any part thereof or any sum payable by the Tenant to the Landlord shall remain unpaid for seven
    (7) days after the same shall become due (whether formally or legally demanded or not); or
	 	 	 
	 	10.1.1.2	A
    if the SST payable in respect of any sum payable by the Tenant to the Landlord under this Agreement including, but not limited to
    SST payable on the Rent and also include SST payable to Service Charge, if applicable; or
	 	 	 
	 	10.1.1.3	if
    the Tenant fails refuse and/or neglect to pay the relevant bills/invoice for electricity or water or sewerage and the same remains
    outstanding at the expiry of seven (7) days from the date the invoice or bill was issued to the Tenant; or
	 	 	 
	 	10.1.1.4	if
    the Tenant shall at any time fails and/or refuse and/or neglect to perform and observe any of the covenants and conditions herein
    contained and, on its part, to be performed and observed; or
	 	 	 
	 	10.1.1.5	if
    the Tenant shall at any time fails and/or refuse and/or neglect to open and operate its business at the Demised Premises during the
    prescribed business hours or the Demised Premises is left abandoned or unoccupied for a continuous period of not less than seven
    (7) days; or
	 	 	 
	 	10.1.1.6	if
    the Tenant shall make any assignment for the benefit or its creditors or enter into any agreement or make any arrangement with its
    creditors by compositions or otherwise; or
	 	 	 
	 	10.1.1.7	if
    the Tenant shall have a receiving order make against it; or


 




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	 	10.1.1.8	if
    the Tenant being a company enters into liquidation whether compulsory or voluntary (except for the purpose of reconstruction or amalgamation);
    or
	 	 	 
	 	10.1.1.9	if
    the Tenant shall commit an act of bankruptcy;


 


then
in any such case it shall be lawful for the Landlord at any time thereafter to serve a forfeiture notice upon the Tenant in accordance
with the provision of Section 235 of the National Land Code and it is hereby mutually and expressly agreed that any period or
not less than fourteen (14) days stipulated in the said forfeiture notice for the Tenant to remedy the breach specified or to
make reasonable compensation in money therefore to the satisfaction of the Landlord or to settle any outstanding rent is a reasonable
period and if upon expiration of the period specified in the said forfeiture notice the Tenant fails, refuse and/or neglect to remedy
the breach specified or make the compensation in money to the satisfaction of the Landlord or settle all outstanding rent then it shall
be deemed that the tenancy hereby created and this Agreement shall have been terminated and the provisions of Clause 10.2 hereof
shall apply.


 


	10.2	Consequences
    of Termination
	 	 
	10.2.1	Upon
    the termination of this Agreement and the tenancy hereby created pursuant to the provision Clause 10.1 hereof or any unlawful
    termination of this Agreement by the Tenant and in addition to damages payable by the Tenant to the Landlord for breach of contract
    :


 


	 	10.2.1.1.1	the
    Deposits shall be forfeited to the Landlord subject to additional condition 2 of the Schedule D to this Agreement;
	 	 	 
	 	10.2.1.1.2	the
    Landlord shall be entitled to claim and recover all monies due or owing by the Tenant to the Landlord as well as the Rent for the
    unexpired term of the tenancy and all costs and expenses in recovering the same (including the Landlord’ solicitors costs on
    a solicitor-client basis) shall be borne by the Tenant;
	 	 	 
	 	10.2.1.1.3	all
    services to the Demised Premises including but not limited to supply of water, electricity and air-conditioning shall be discontinued;
	 	 	 
	 	10.2.1.1.4	it
    shall be lawful for the Landlord re-enter upon the Demised Premises or any part thereof in the name of the whole and thenceforth
    hold and enjoy the same as if this tenancy had not been granted but without prejudice to any right of action or remedy of the Landlord
    for any antecedent breach of covenant by the Tenant and whenever this power of entry shall arise (whether the same be exercised or
    not) the rent for the month current shall immediately become payable in full;
	 	 	 
	 	10.2.1.1.5	the
    provision of Clause 10.5.1 hereof shall apply.


 


	10.3	No
    right of unilateral termination by Tenant
	 	 
	10.3.1	It
    is hereby agreed and confirmed by the Tenant that nothing contained in this Agreement shall give the Tenant the right of determining
    this Agreement before the expiry of the Term hereby created and notwithstanding any unilateral determination on the part of the Tenant,
    the Tenant shall remain liable for the Rent in full for the remaining months of the unexpired Term which together with any arrears
    and other sums payable by the Tenant shall be recoverable as a debt due to the Landlord by the Tenant.
	 	 
	10.4	No
    waiver on payment
	 	 
	10.4.1	For
    the avoidance of doubt the acceptance of Rent and/or any other sum or payment by the Landlord shall not be deemed or operate as a
    waiver by the Landlord of any right of action against the Tenant in respect of any breach of any of the Tenant’s obligation
    herein contained in this Agreement.
	 	 
	10.5	Termination
    of Expiry of tenancy
	 	 
	10.5.1	Upon
    the termination (lawful or otherwise) or expiry of the tenancy hereby created or any extension thereof :


 


	 	10.5.1.1.1	the
    Tenant shall deliver vacant possession of the Demised Premises to the Landlord in a good and tenantable condition and in accordance
    with Clause 10.5.1.2 hereof failing which :


 


	 	10.5.1.1.1	the
    Tenant shall be deemed holding over and shall be liable to pay to the Landlord double rental in accordance with the Civil Law Act,
    1956 from the date of termination or expiry of the tenancy, as the case may be, until the date vacant possession in the manner aforesaid
    has been delivered by the Tenant to the Landlord and all costs and expenses incurred by the Landlord (including the Landlord’
    solicitors fees on a solicitor-client basis) in repossessing the Demised Premises shall be borne by the Tenant;


 




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	 	10.5.1.1.2	the
    Landlord shall be entitled and authorized to remove all goods, possession, objects, articles, equipment, machineries and other effects
    found or located or stored in the Demised Premises (hereinafter referred to as the “Tenant’s Items”) and
    store the Tenant’s Items at any place or warehouse as the Landlord deems fit at the cost and expense of the Tenant and if at
    the expiry of Thirty (30) days from the date of notice by the Landlord to the Tenant to remove or collect the Tenant’s Items,
    the Tenant fails, refuses and/or neglects to collect the Tenant’s Items and pay for the costs and expenses incurred by the
    Landlord in reinstating the Demised Premises to its original state and condition and storage of the Tenant’s Items the Landlord
    shall be at liberty to sell and/or auction off the Tenant’s Items and use the proceeds thereof to pay for the costs and expenses
    of storage and disposal/sale/auction and all sums owing to by the Tenant to the Landlord and damages payable by the Tenant to the
    Landlord and the balance thereof (if any)shall be paid to the Tenant free of interest;
	 	 	 
	 	10.5.1.1.3	the
    Tenant agrees that the Tenant’s Items may be sold by the Landlord at such price as it deems fit and the Tenant hereby irrevocably
    declares that it shall be bound by the sale price and shall not on any account whatsoever challenge the sale price on the ground
    that it does not represent a fair and adequate market value or that the Landlord has no authority to sell the Tenant’s Items.


 


	 	10.5.1.2	The
    Tenant shall reinstate the Demised Premises to its original state and condition unless requested not to do so by the Landlord in
    writing in which event the Tenant shall only remove such renovation or fixtures required to be removed by the Landlord and the Tenant
    agrees that no compensation or reimbursement of whatsoever amount shall be required to be paid by the Landlord to the Tenant in respect
    to any improvement or work done to the Demised Premises.


 


	10.6	Additional
    Rights of the Landlord
	 	 
	10.6.1	Upon
    any breach of the terms of this Agreement the Landlord shall be at liberty to exercise all or any of the remedies available to the
    Landlord in any manner it deems fit. Any action taken by the Landlord to exercise any one or more of the remedies shall not prejudice
    or affect any other remedies claims or rights which the Landlord may have in law or in equity under the terms herein.
	 	 
	10.6.2	If
    any fees, costs, charges or interest are outstanding or have become payable by the Tenant to the Landlord under this Agreement the
    Landlord shall be entitled (but is not obliged) at its absolute discretion to treat any purported payment of Rent by the Tenant firstly
    towards account of any fees, costs, charges or interest due to the Landlord and the balance thereafter, if any, shall then be treated
    as payment of Rent and if any shortfall of Rent shall arise the Tenant shall be deemed to be in default if the Tenant fails to settle
    the shortfall within seven (7) days of demand for the shortfall in Rent.
	 	 
	11.	ADDITIONAL
    EXCLUSION OF LIABILITIES AND INDEMNITY
	 	 
	11.1	Additional
    Exclusion of Liabilities
	 	 
	11.1.1	The
    Tenant hereby expressly agrees that :


 


	 	11.1.1.1.1	the
    Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other
    person who may be permitted to enter the Building or the Demised Premises for any loss or damage or injury to person or property
    suffered in the Demised Premises or the Building or the Common Property or the Land;
	 	 	 
	 	11.1.1.1.2	the
    Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other
    person who may be permitted to enter the Building or the Demised Premises for any injury or damage sustained due to the overflow
    of water or water leakages or accidental discharge of the fire sprinkler system or other fire fighting installations;
	 	 	 
	 	11.1.1.1.3	the
    Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other
    person who may be permitted to enter the Building or the Demised Premises for any injury or damage sustained arising from the non-discharge
    or non- functioning of the fire sprinkler system in the event of fire;


 




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	 	11.1.1.1.4	the
    Landlord shall not be liable to the Tenant for any-supply or disruption in supply of electricity, water, air conditioning to the
    Demised Premises or the Building or the Common Property or the disruption of service to lifts and/or escalators whether arising from
    non- supply by the relevant utilities companies/bodies or repair, maintenance or renovation works carried out by the Landlord or
    other tenants or as a result of any breakdown or otherwise;
	 	 	 
	 	11.1.1.1.5	the
    Landlord shall not be liable to the Tenant or the Tenant’s license, servants, employees, agents, invitees and/or any other
    person who may be permitted to enter the Building or the Demised Premises for any damage to any vehicles parked in the car park or
    on the Land or injury to person or property as a result of or caused by flood, landslide or other calamities.


 


	11.2	Additional
    Indemnities


 


	 	11.2.1	The
    Tenant agrees that if any damage or loss is caused to the Landlord or to any person whomsoever in the Demised Premises arising or
    caused by any item (whether defective or damage or otherwise and notwithstanding that the item may be the Landlord’s fixtures)
    within the Demised Premises the Tenant shall be fully liable for all loss and damage sustained by the Landlord or any such person
    aforesaid.
	 	 	 
	 	11.2.2	The
    Tenant shall be liable for any act default and/or omission of its employees, servants, agents, contractors, licensees or invitees
    and any such act default and/or omission shall be deemed to be the acts or omission of the Tenant.


 


	12.	DAMAGE
    TO THE DEMISED PREMISES
	 	 
	12.1	Damage
    to the Demised Premises
	 	 
	12.1.1	if
    the Demised Premises or any part thereof shall be destroyed or damaged by fire, explosion, lightning, riot, civil commotion, tempest,
    flood, landslide or any unforeseen circumstances (except where such damage or destruction has been caused by the fault or negligence
    of the Tenant) or in any way rendered unfit for use or occupation so as to be unfit for use for a period greater than one (1)
    month, then the rent hereby covenanted to be paid or a fair proportion thereof according to the nature and extent of the damage
    sustained shall be suspended until the Demised Premises shall again be rendered fit for habitation and use and if the Demised Premises
    or any part thereof is not rendered fit for occupation or use within three (3) months of the occurrence of the event aforesaid
    either party may determine the tenancy by giving one (1) month’s notice in writing but without prejudice to the rights
    and remedies of either party against the other in respect of any antecedent claim or breach of covenant Provided That nothing in
    this clause shall render it obligatory on the Landlord to restore, reinstate or rebuild the Demised Premises or any part thereof
    if the Landlord in its absolute discretion does not desire to do so.
	 	 
	12.2	In
    the event of the determination of the tenancy as aforesaid the Deposits less such monies as may be found to be owing or payable by
    the Tenant to the Landlord by virtue of the provisions herein contained shall be refunded free of interest by the Landlord to the
    Tenant within four (14) days of determination of the tenancy.
	 	 
	13.	RENEWAL
	 	 
	13.1	Renewal
	 	 
	13.1.1	Provided
    Always that the Tenant have promptly and punctually paid the Rent hereby reserved and performed all the stipulations and covenants
    up to the determination of the term hereby created and Provided Further that the Tenant shall pay such increase in the Deposits as
    the Landlord may stipulate the Landlord may on the written request of the Tenant made at least three (3) months but not earlier
    than five (5) months before the expiration of the term hereby created grant to the Tenant a further terms as stipulated in
    Section 10 of Schedule A hereto at a rental to be agreed upon between the parties hereto and upon the same covenants
    and provisions with the exception of this clause SUBJECT THAT the Landlord may impose such conditions as it deems fit in agreeing
    to the renewal of the tenancy.
	 	 
	13.1.2	In
    the event the parties are unable to agree on the rent for the renewal term :


 


	 	13.1.2.1.1	the
    Landlord shall appoint an independent qualified and reputable valuer to determines the prevailing market rental at the cost and expense
    of the Tenant and the rent so determined by the said valuer shall be final and conclusive and binding on the parties hereto;
	 	 	 
	 	13.1.2.1.2	the
    prevailing market rent as determined by the said valuer shall take effect from the commencement of the renewal period;


 




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	 	13.1.2.1.3	pending
    determination of the prevailing market rental by the said valuer the Tenant shall continue to pay the rent based on the existing
    Rent subject that within seven (7) days of determination of the prevailing market rent by the said valuer :


 


	 	14.1.2.3.1	the
    Tenant shall pay any shortfall in the rent to the Landlord; or
	 	 	 
	 	14.1.2.3.2	the
    Landlord shall refund any overpayment to the Tenant;


 


	13.1.3	As
    the case may be failing which interest at the rate of ten per centum (10%) per annum on the amount to be paid or refunded
    shall be payable by the defaulting party.
	 	 
	14.	GUARANTEE
	 	 
	14.1	The
    Tenant shall furnish to the Landlord a Letter of Guarantee and Indemnity (hereinafter referred to as the “Guarantee and Indemnity”),
    simultaneously with the execution of this Agreement. The Guarantee and Indemnity is to be signed by the Director/Director(s), for
    the time being in his/her/their, guaranteeing the performance and observance by the Tenant of all the Tenant’s covenants and
    other terms of this Agreement and to indemnify the Landlord against all losses and damages suffered and/or incurred or to be suffered
    and/or incurred by the Landlord arising out of any breach, non-observance or non-performance by the Tenant of its covenants or other
    terms of this Agreement.
	 	 
	15.	ADDITIONAL
    TERMS AND CONDITIONS
	 	 
	15.1.1	This
    Agreement shall be subject to the additional terms and conditions set out in Schedule D hereto and in the event of a conflict
    between the terms of this Agreement and the additional terms and conditions set out in Schedule D hereto the additional terms and
    conditions shall prevail.
	 	 
	16.	GENERAL
	 	 
	16.1	Notice
	 	 
	16.1.1	Any
    notice requiring to be served hereunder shall be in writing and shall be sufficiently served on the Tenant if left addressed to it
    on the Demised Premises or forwarded to him by A. R. Registered Post to his last known address or place of business or registered
    office and any notice to the Landlord shall be sufficiently served if sent by A.R. Registered Post or delivered personally to them
    at the address herein given. A notice sent by post shall be deemed to be given at the time when it ought in due course of post to
    be delivered after three (3) working days from the date of posting at the address to which it is sent.
	 	 
	16.2	Costs
	 	 
	16.2.1	The
    stamp duty and the incidental disbursements incurred in respect of this Agreement including the Landlord’s solicitor’s
    fees shall be borne and paid by the Tenant absolutely.
	 	 
	16.3	Time
	 	 
	16.3.1	Time
    wherever mentioned shall be of the essence of this Agreement.
	 	 
	16.4	Waiver
	 	 
	16.4.1	Any
    indulgence or time given by the Landlord or any knowledge or acquiescence by the Landlord in respect to any breach of any terms of
    this Agreement shall not constitute a waiver of or prejudice the Landlord’s right herein contained and the Landlord shall be
    entitled to exercise all or any of its rights under this Agreement.
	 	 
	16.5	Severability
	 	 
	16.5.1	Any
    term condition stipulation provision covenant or undertaking in this Agreement which is illegal void prohibited or unenforceable
    shall be in effective to the extent of such illegality voidness prohibition or unenforceability without invalidating the remaining
    provisions of this Agreement or other terms conditions stipulations provisions covenants or undertaking in this Agreement.
	 	 
	16.6	Binding
    Effect
	 	 
	16.6.1	This
    Agreement shall be binding on the heirs and personal representatives’ successors-in-title liquidators receivers managers and
    permitted assigns of the parties hereto.


 




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	16.7	Annexure
    and Schedules
	 	 
	16.7.1	The
    Schedule(s) and Annexure(s) to this Agreement shall form and be taken read and construed as an integral part of this Agreement.
	 	 
	16.8	Governing
    Law
	 	 
	16.8.1	This
    Agreement shall be governed by the laws of West Malaysia and the parties hereto submit to the courts of West Malaysia.
	 	 
	16.9	Whole
    Agreement
	 	 
	16.9.1	This
    Agreement encompasses the whole agreement between the parties hereto and supersedes all previous letters of intent, letters of offer,
    memoranda of agreement, correspondences and agreements made between the parties hereto whether oral or written in respect of the
    rental of the Demised Premises and no variation amendments or modification to this Agreement shall be effective unless made in writing
    and signed by all the parties hereto.
	 	 
	16.10	No
    Assignment
	 	 
	16.10.1	The
    Tenant shall not assign or transfer all or any of its rights under this Agreement or delegate its performance to any party without
    the prior written consent of the Landlord first had and obtained which consent may be given or withheld at the absolute discretion
    of the Landlord without the need to assign any reason whatsoever.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




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IN
WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.





 


	SIGNED
    by	)	 	 
	for
    and on behalf	)	 	 
	the
    Landlord	)	 	 
	in
    the presence of:-	)	 	/s/
    Chin Siew Ling
	 	 	 	BERJAYA
    STEEL WORKS SDN BHD
	 	 	 	[Company
    Registration No. 198401013663 (126211-D)]
	 	 	 	Name:
    CHIN SIEW LING
	 	 	 	NRIC
    No.: [*]
	 	 	 	 
	/s/
    Pun Hong Ying	 	 	 
	Witnessed
    by	 	 	 
	Name:
    Pun Hong Ying	 	 	 
	NRIC
    No.: [*]	 	 	 
	 	 	 	 
	SIGNED
    by	)	 	 
	for
    and on behalf of	)	 	 
	the
    Tenant	)	 	 
	in
    the presence of:-	)	 	/s/
    Choo Keam Hui
	 	 	 	STARBOX
    REBATES SDN. BHD.
	 	 	 	[Company
    Registration No. 201901026225 (1335554-V)]
	 	 	 	Name:
    CHOO KEAM HUI
	 	 	 	NRIC
    No.: [*]
	 	 	 	 
	/s/
    Low Pool Cai	 	 	 
	Witnessed
    by	 	 	 
	Name:
    Low Pool Cai	 	 	 
	NRIC
    No.:	 	 	 


 




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SCHEDULE
A


 


	SECTION	 	PARTICULARS
	 	 	 
	1	 	Name
                                            and Particulars of Tenant

	 	 	 
	 	 	STARBOX
    REBATES SDN. BHD.
	 	 	[Company
    Registration No. 201901026225 (1335554-V)] V02-03-07, Velocity Office 2,
	 	 	Lingkaran
    SV, Sunway Velocity, 55100 Kuala Lumpur
	 	 	 
	 	 	Telephone
    No.: [*] (Ms Pooi Lai)
	 	 	 
	2
	 	Particulars
    of the Demised Premises
	 	 	 
	 	 	V02-03-05,
    Lingkaran SV, 

    Sunway Velocity,
	 	 	55100
    Kuala Lumpur, 

    Wilayah Persekutuan.
	 	 	 
	3
	 	Term
                                            of Tenancy

	 	 	One
    (1) year
	 	 	 
	4
	(a)
	Commencement
                                            Date

	 	 	 
	 	 	1st
    May 2022 
	 	 	 
	 	(b)	Expiry
    Date of Tenancy
	 	 	 
	 	 	30th
    April 2023
	 	 	 
	 	(c)	Business
    Commencement Date
	 	 	 
	 	 	Tenant
    discretion to commence its business date at any date.
	 	 	 
	5
	(a)
	Rent

	 	 	 
	 	 	Ringgit
    Malaysia Six Thousand Two Hundred Eighty Eight (RM6,288.00) only.
	 	 	 
	 	 	Mode
    of Payment


 


	 	 	Direct
    bank into:	[*]
	 	 	 	 
	 	 	Bank
                                            Name:
	[*]
	 	 	 	 
	 	 	Bank
    Account:	[*]
	 	 	 	 
	 	 	or
    any other account as informed by the Landlord.


 


	 	(b)	Time
    of payment of Rent
	 	 	 
	 	 	1st
    day of each calendar month punctually from the date of commencement of each month.


 




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	SECTION	 	PARTICULARS
	 	 	 
	6
	(a)
	Security
                                            Deposit

	 	 	 
	 	 	Ringgit
    Malaysia Eighteen Thousand Eight Hundred Sixty Four (RM18,864.00) only
	 	 	 
	 	(b)	Utilities
    Deposit
	 	 	 
	 	 	Ringgit
    Malaysia Six Thousand Two Hundred Eighty Eight (RM6,288.00) only.
	 	 	 
	 	(c)	Service
    Charge Deposit
	 	 	 
	 	 	Not
    Applicable
	 	 	 
	7
	(a)
	Service
                                            Charges

	 	 	 
	 	 	Not
    Applicable
	 	 	 
	 	(b)	Time
    of Payment of Service Charge
	 	 	 
	 	 	Not
    Applicable
	 	 	 
	8
	(a)

    
	Fit-Out
                                            Deposit

	 	 	 
	 	 	Nil
	 	 	 
	 	(b)	Fit-Out
    Fee
	 	 	 
	 	 	Nil
	 	 	 
	 	(c)	Date
    for Commence of Fit-Out Works
	 	 	 
	 	 	Nil
	 	 	 
	 	(d)	Fit-Out
    Period
	 	 	 
	 	 	Nil
	 	 	 
	9
	 	Specific
                                            Use of the Demised Premises

	 	 	 
	 	 	Office
	10
	 	Renewal
                                            Term

	 	 	 
	 	 	Not
    Applicable.


 




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SCHEDULE
B


 


[FIXTURES
AND FITTINGS]


 


Nil


 


 



 




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SCHEDULE
C


 


[ADDITIONAL
COVENANTS BY THE LANDLORD]


 


Nil


 


 



 




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SCHEDULE
D


 


[ADDITIONAL
TERMS AND CONDITIONS]


 


	1.	Notwithstanding
    any provisions to the contrary in this Agreement the Tenant may at any time during the Term of this tenancy terminate this Agreement
    by giving the Landlord three (3) months’ notice in writing and upon such termination the Deposits shall be forfeited to the
    Landlord absolutely as agreed liquidated damages SUBJECT that in the event the Tenant is able to secure a new tenant to take up the
    tenancy of the Demised Premises at a rent not less than the Rent upon the same terms and conditions of this Agreement the Landlord
    agrees that the Deposits shall not be forfeited as aforesaid and Clause 10.3 hereof shall not apply.


 




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SCHEDULE
E


 


[LAYOUT
AND FLOOR PLAN]


 




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