Exhibit 10.3


 


 


 









DATED THIS
1st DAY OF APRIL 2014


 


 


 


BETWEEN


 


 


 


PGCG ASSETS HOLDINGS SDN BHD 


[Company No. 983271-U]


("the Landlord")


 


 


AND


 


 


PGCG DEVELOPMENT SDN BHD 


[Company No. 983267-K]


("the Tenant")


 


 


 


 


~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~


 


TENANCY AGREEMENT


 


~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~


 


 


[Your Ref : 011/04/01]


 


 


 


 






 




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THIS TENANCY AGREEMENT
is made on the day and year set out in Item 1 of the Schedule hereto between the party whose name and particulars are set out in
Item 2 of the Schedule hereto (hereinafter called “the Landlord) of the one part, AND the party whose name
and particulars are set out in Item 3 of the Schedule hereto (hereinafter called “the Tenant”) of the other
part.


 


WHEREAS:-


 


		1)	The Landlord is the beneficial owner of all the parcel(s) of property described in Item 4 of the
Schedule hereto (hereinafter called “the Demised Premises”).



 


		2)	Subject to the terms and conditions hereinafter contained the Landlord is desirous to let to the
Tenant and the Tenant is desirous to take on rent the Demised Premises from the Landlord for a period stated in Item 5 of the Schedule
hereto at the monthly rental stated in Item 6 of the Schedule hereto.



 


		3)	The Tenant has agreed to rent the Demised Premises from the Landlord subject to the terms and conditions
herein.



 


 


NOW THIS AGREEMENT WITHESSETH THAT:


 


		1.	Subject to the Tenant paying to the Landlord the rental hereby reserved and complying with all
the terms and conditions hereinafter contained the Landlord shall let to the Tenant and the Tenant shall take on rent the Demised
Premises from the Landlord for the fixed period of time stated in Item 5 of the Schedule hereto at the fixed monthly rental stated
in Item 6 of the Schedule hereto, the first of such rental to be made upon the execution hereof and the subsequent payments to
be made in advance by or on the seventh (7th) day of each month, by payment directly to the Landlord.



 


		2.	The term of the tenancy hereby created shall commence on the date set out in Item 7 of the Schedule
hereto and shall, unless otherwise sooner determined or renewed in accordance with the terms herein contained, expire on the date
stated in Item 8 of the Schedule hereto.



 


		3.	The Tenant shall pay to the Landlord upon the execution of this Agreement hereof, the sum stated
in Item 9 of the Schedule hereto as Security and Utility deposit (the receipt of which sum the Landlord hereby acknowledges) as
security for the due performance of the several terms and obligations contained herein to be performed by the Tenant. The Security
and Utility Deposit shall not be construed or be utilised as rental for any arrears or be set off against any rental due by the
Tenant to the Landlord in the months preceding the expiration of the term hereby created and any renewal hereof, if any. The Security
and Utility Deposit shall be refunded free of interest to the Tenant less such sum(s) as may be lawfully due to the Landlord in
respect of breach by the Tenant in due observance and performance of any of the terms and conditions herein contained (fair wear
and tear accepted) within fourteen (14) days from the date of determination of the Tenancy herein.



 




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		4.	The Tenant shall pay and discharge promptly all electricity, water, telephone, internet, sewerage
and any other services subscribed by the Tenant during the term hereby created or such extensions thereof. The Security and Utilities
Deposit shall be refunded free of interest to the Tenant upon the expiration of the Term hereby created or any renewal of the Term
hereby created, if any, provided always that all water, electricity, telephone charges, internet, sewerage and any other services
including any penalties or late payment charges thereof up to the date of redelivery of vacant possession of the Demised Premises
to the Landlord shall have been settled by the Tenant and subject further to the right of the Landlord to deduct any monies for
any antecedent breach(es) or default(s) of the obligations of the Tenant to pay and discharge all charges arising hereunder.



 


		5.	The Tenant hereby covenants with Landlord as follows:-



 


		(a)	that the Tenant shall pay to the Landlord upon the execution of this Agreement hereof, the Security
and Utility Deposit as security for the due performance of the several terms and obligations contained herein to be performed by
the Tenant; and



 


		(b)	that the Tenant shall pay to the Landlord the monthly rental in advance on or before the seventh
(7th) day of each and every month by payment directly to the Landlord; and



 


		(c)	that the Tenant shall pay to the Landlord the Security and Utility Deposit as security for the
obligations of the Tenant to pay and discharge promptly all electricity, water, telephone, internet, sewerage and other charges
from time to time; and



 


		(d)	that the Tenant shall pay on its due date all charges in respect of electricity, water, telephone,
internet, sewerage and other services as and when such bills are rendered by the appropriate authority. Copies of payment receipts
shall be handed for the Landlord’s inspection at the end of every month thereof upon request thereof; and



 


		(e)	that the Tenant shall permit the Landlord and/or his servant or agents at all reasonable times
and from time to time to enter and view the condition of the Demised Premises and to execute and do repairs or other works as the
Landlord deems it necessary; and



 




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		(f)	that the Tenant shall not make any structural or other alteration to the Demised Premises or to
any part thereof without first obtaining the written consent of the Landlord. If such consent as aforesaid is granted, the Tenant
shall pay the costs thereof and when the term hereby created expires or when it is terminated for any reason whatsoever, the Tenant
shall endevour to revert the Demised Premises to its original state and conditions to the entire satisfaction of the Landlord and
should the Tenant refuse to do so, the Landlord may deduct such expenses from the security deposit and if the security deposit
is insufficient, the Landlord shall be at liberty to sue the Tenant for the balance as a liquidated debt for the costs incurred.
In any event any structural or other alteration made to the Demised Premises shall inure for the benefit of the Landlord; and



 


		(g)	that the Tenant shall keep and maintain the interior of the Demised Premises in good and tenantable
repair and condition (fair wear and tear excepted); and



 


		(h)	that the Tenant shall not to do or permit or suffer to be done on the Demised Premises anything
which in the opinion of the Landlord may be nuisance or annoyance to or in anyway interfere with the quiet enjoyment and comfort
of other occupants of the Demised Premises or the neighbourhood; and



 


		(i)	that the Tenant shall observe and comply with all local, municipal and city by-laws, regulations
and notices affecting the Demised Premises on the part of the Tenant to be observed and complied as occupier thereof which are
now in force or may hereafter be enacted; and



 


		(j)	that the Tenant shall not to do anything whereby any insurance policy in respect of the Demised
Premises against fire may be rendered void or voidable or whereby the premium in respect of such policy may be liable to be increased;
and



 


		(k)	that the Tenant shall not bring or store or permit or suffer to be brought in the Demised Premises
any goods or matter which in the opinion of the Landlord are offensive or unpleasant or noxious or dangerous to the safety of the
state and condition of the Demise Premises and the neighbourhood; and



 


		(l)	that the Tenant shall not assign, sublet or part with the possession of the Demised Premises without
first obtaining the written consent of the Landlord which consent shall not be unreasonably withheld; and



 


		(m)	that the Tenant shall, on the determination of the Term hereby created peacefully yield up vacant
possession of the Demised Premises and the fittings and fixtures contained therein to the Landlord in good and tenantable repair
and condition (fair wear and tear excepted; and



 




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		(n)	that the Tenant shall at any time during the three (3) months preceding the determination of the
Tenancy herein created, permit any intending tenant or purchaser of the Demised Premises with authority from the Landlord at all
reasonable times to enter and view the Demised Premises provided that due notice shall have been given to the Tenant by the Landlord
or his agent’s intention to enter and view the Demised Premises; and



 


		(o)	that the Tenant shall not use the Demised Premises for any illegal or immoral purpose; and



 


		(p)	that the Tenant shall repair forthwith and make good any damages done or caused to Demised Premises
or any part thereof by the installation, use or removal of the Tenant’s fixtures and fittings; and



 


		(q)	that the Tenant shall, in addition to the rent hereby reserved, bear any increase in the present
quit rent and/or assessment levied on the Demised Premises if such increase in the quit rent and/or assessment is determined by
the Landlord to be the result from any act or omission of the Tenant in default of any of the obligations, covenants, and duties
to be performed by the Tenant pursuant hereunder; and



 


		(r)	that the Tenant shall save harmless and indemnify and keep fully indemnified the Landlord against
any and all actual loss, damages, expenses and costs suffered or incurred by the Landlord as a result of any claim, action, suit
or demand against the Landlord for any breach arising as a result of the Tenant’s failure or default of his obligations and
duties to be performed and discharged hereunder; and



 


		(s)	that the Tenant shall subscribe to the telephone and internet directly with the service providers.



 


 


		6.	The Landlord hereby covenants with the Tenant as follows:-



 


		(a)	that the Landlord shall, provided always that the Tenant pays the rent hereby reserved and observes
and performs the agreements, stipulations and covenants on his part to be performed and discharged herein contained, permit the
Tenant to occupy and enjoy the Demised Premises during the Term of the Tenancy without any interruption or interference by the
Landlord or any person or body lawfully claiming through the Landlord; and



 




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		(b)	that the Landlord shall pay all service charges rates taxes assessment and other such charges during
the continuance of the Term of the tenancy hereby granted; and



 


		(c)	that the Landlord shall insure the Demised Premises against loss or damage by fire; and



 


		(d)	that the Landlord shall return the Security and Utility Deposit referred to above free of interest
upon the Tenant’s compliance of the terms and conditions set forth hereinabove for such refund.



 


		(e)	The Landlord shall keep and maintain the exterior and the exterior fittings of the Demised Premises
in good repair and condition (fair wear and tear excepted). For avoidance of doubt, exterior fittings shall mean and include any
piping not located within the interior of the Demised Premises.



 


		(f)	That the Landlord shall ensure that in the event the Demised Premises is sold by the Landlord subsequent
hereto, the Landlord shall ensure that the sale of the Demise Premises is made subject to the tenancy created herein.



 


 


		7.	PROVIDED ALWAYS and it is hereby agreed between the parties that:



 


		(a)	if the rent or any part thereof shall at any time during the Term hereby created remains unpaid
for fourteen (14) days after the same becoming due and payable or if the Tenant is in breach of any covenant irrespective
of the fact that the same shall amount to a breach of a term, condition or covenant of if the Tenant shall commit an act of bankruptcy,
it shall be lawful in any of the said circumstances for the Landlord at any time thereafter to re-enter and take possession of
the Demised Premises without further reference to the Tenant and thereupon this tenancy shall absolutely determine without prejudice
to the rights of action of the Landlord in respect of any antecedent breach of the Tenant’s covenants herein contained.



 


		(b)	Neither party shall have the right to terminate this Agreement before the expiry of the
two (2) years term herein created, unless the Demised Premises becomes uninhabitable to the Tenant for reasons beyond the
Tenant’s control which may reasonably require the Tenant to seek early termination of the initial term, whereby the parties
hereto agree to negotiate the conditions for early termination, which said conditions shall not be unreasonable to either party.
In the event of breach of this condition, then the party seeking early termination shall pay to the other party a sum equivalent
to the rental for the remaining initial tenancy period as liquidated damages.



 




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		(c)	The Landlord shall at the written request of the Tenant made not less than three (3) months before
the expiration of Term hereby created and if there shall not at the time of such request and at the expiration of this Tenancy
be any existing breach or non-observance of any of the covenants on the part of the Tenant herein contained and at the Tenant’s
expenses grant to the Tenant, an extension to the Term for a further period as specified in Item 10 of the Schedule hereto on similar
terms as contained hereunder, save for this clause for the option to renew, at a revised rent to be determined by the Landlord
and such other terms as to be mutually agreed by the parties.



 


		8.	Any notice to be served by either party hereto shall be served on the party intended to be served
by registered post at the address stated herein and such notice shall be deemed to have been effectively served on the other party
on the 3rd day from date of posting of same.



 


		9.	In this Agreement unless there be something in the subject matter or context inconsistent therewith,
words importing singular number or the masculine gender only shall include the plural number of feminine and neuter gender and
words importing the individual person shall also be deemed to include corporate or other bodies.



 


		10.	Time wherever mentioned shall be the essence of this Agreement.



 


		11.	This Agreement shall be binding upon the successors in title heirs legal representatives administrators
executors of the parties hereto.



 


		12.	This Agreement shall be governed and interpreted in accordance with the laws of Malaysia.



 


		13.	Each party shall bear its own solicitors costs in respect of this Agreement. The stamp duty for
this Agreement shall be borne and paid by the Tenant.



 


 


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(the remainder of this
page has been left blank intentionally)


 


 


 


 


 


 




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IN WITNESS whereof
the parties have hereunto set their hands the day and year above written.


 





	
        SIGNED by the

        Landlord

        in the presence of :
	
        )

        )

        )
	







 




 







	
        SIGNED by the authorized representative

        of the Tenant

        in the presence of :
	
        )

        )

        )
	







 


 


 




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THE SCHEDULE REFERRED TO IN THE AGREEMENT


 


(to be taken and read
as an essential term of this Agreement)


 


 


 






 


 







	 	Item 1: 	Date Of the Agreement:	01st April 2014




 


 


 






 





	 	Item 2: 	NAME & PARTICULARS OF LANDLORD


	 	 	 PGCG ASSETS HOLDINGS SDN BHD


[Company No. 983271-U]


Unit E-4-2,


Megan Avenue 1,


No. 189 Jalan Tun Razak,


50400 Kuala Lumpur.





 


 


 



 


	 	Item 3: 	NAME & PARTICULARS OF TENANT
	 	 	 PGCG DEVELOPMENT SDN BHD


[Company No. 983267-K]


Unit E-4-2,


Megan Avenue 1,


No. 189 Jalan Tun Razak,


50400 Kuala
Lumpur.





 





 


 



 


	 	Item 4: 	PARTICULARS OF DEMISED PREMISES:
	 	 	 Unit E-4-2,


Megan Avenue 1,


No. 189 Jalan Tun Razak,


50400 Kuala
Lumpur.





 





 


 



 


	 	Item 5: 	TERM OF TENANCY
	 	 	

One (1) year.


 





 


 


 



 


 


 




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	 	Item 6: 	RENTAL PER MONTH:
	 	 	 Ringgit Malaysia
Four Thousand Four Hundred and Seventy


(RM4,470.00)
only


** (
1788 sq.ft x RM2.50 )





 








 



 


	 	Item 7: 	TENANCY COMMENCES ON : 01st April 2014


 


 


 


 



 


	 	Item 8: 	TENANCY EXPIRES ON:  31st March 2015



 


 


 


 






 


	 	Item 9: 	a)	
        SECURITY DEPOSIT

         

        Ringgit Malaysia Eight Thousand
        Nine Hundred

        and forty (RM 8,940.00) only

	 	 	 	 
	 	 	b)	
        UTILITY DEPOSIT

         

        Ringgit Malaysia Four Thousand
        Four Hundred and

        Seventy (RM4,470.00) only

         



 



 


	 	Item 10: 	
        OPTION TO RENEW:

         

        One (1) year.



 


 


 



 


 


 


 








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