Exhibit 10.1


 


DATED
                                THIS DAY OF                                      , 2019


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


 


 


   


BETWEEN


 


 


 


 


  


RUBICON
SAPPHIRE TECHNOLOGY (MALAYSIA) SDN. BHD.


(Company
No. 200901017303/860400-A)


(“VENDOR”)


 


 


 


 


AND


 


 


 


 


COMPUTIME
(MALAYSIA) SDN. BHD.


(Company
No. 201901028967/1338296-M)


(“PURCHASER”)


 


 


 


 


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


 


SALE
AND PURCHASE AGREEMENT


 


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


 


 


 


 


Prepared
By:


 


SKRINE


ADVOCATES
& SOLICITORS


50-8-1,
WISMA UOA DAMANSARA


50
JALAN DUNGUN


DAMANSARA
HEIGHTS


50490
KUALA LUMPUR


MALAYSIA


 


FILE
NO: TC/2162793.1


FP
Comments: 14-12-2019


 






     


     


    

 


AN AGREEMENT made the                day of                                 , 2019


 


Between


 


		(1)	RUBICON
                                         SAPPHIRE TECHNOLOGY (MALAYSIA) SDN. BHD. (Company No. 200901017303/ 860400-A), a company
                                         incorporated in Malaysia and having its registered address at Suite A, Level 9, Wawasan
                                         Open University, 54, Jalan Sultan Ahmad Shah, 10050 Georgetown, Penang (“the
                                         Vendor”) of the one part;



 


		And	



 


		(2)	COMPUTIME
                                         (MALAYSIA) SND. BHD. (Company No. 201901028967/1338296-M), a company incorporated in
                                         Malaysia and having its registered address at 170-09-01, Livingston Tower, Jalan Argyll,
                                         10050 George Town, Pulau Pinang, Malaysia (“the Purchaser”) of the
                                         other part.



 


RECITALS:-


 


		(A)	The
                                         Vendor is the registered proprietor and beneficial owner of all that piece of sixty (60)-year
                                         leasehold land held under PN 11295, Lot 10010 (previously H.S.(D) 57673, PT 4627), Mukim
                                         01, Daerah Seberang Perai Tengah, Negeri Pulau Pinang, Malaysia measuring 12,383 square
                                         metres in area together with all the buildings erected thereon bearing assessment address
                                         No. 3065, Tingkat Perusahaan 4A, Kawasan Perusahaaan Perai, 13600 Perai, Penang (“the
                                         Land”).



 


		(B)	The
                                         Vendor has agreed to sell and the Purchaser has agreed to purchase the Land on an “as
                                         is where is” basis as at the Completion Date (as hereinafter defined) free
                                         from all Encumbrances and with vacant possession but subject to the Vendor’s Warranties,
                                         existing category of land use, all express and implied conditions and restrictions in
                                         interest endorsed on the Document of Title, and unregistered easements favouring Tenaga
                                         Nasional Berhad (if any) and Gas Malaysia (if any) only and upon the terms and conditions
                                         hereinafter contained.



 


		(C)	Pursuant
                                         to a Lease dated 9th May 2017 made between the Vendor as lessor of the one
                                         part and Tenaga Nasional Berhad (Company No. 200866-W) (“the Lessee”)
                                         as lessee of the other part (“the Lease”), the Vendor has granted
                                         to the Lessee a lease of part of the Land measuring approximately 31.286 square metres
                                         together with a substation building/compartment erected thereon for a term of thirty
                                         (30) years commencing on 8th February, 2017 and expiring on 7th
                                         February, 2047 subject to the terms and conditions as stipulated in the Lease. A copy
                                         of the Lease is attached hereto and marked as “APPENDIX I”. The Lease is
                                         duly registered on the relevant register document of title vide presentation no. 0799SC2017012423
                                         on 18th May, 2017.



 


		(D)	The
                                         Land is subject to the category of land use and express condition of “Perusahaan/Perindustrian”,
                                         the English translation of which means “Industrial”.



 


		(E)	The
                                         title to the Land is subject to the following express conditions and restrictions in
                                         interest:-



 


Syarat-syarat
Nyata:


 


		(i)	Tanah
                                         yang diberimilik ini hendaklah digunakan untuk tujuan perusahaan sahaja.






		(ii)	Pemilik
                                         pertama selepas Perbadanan Pembangunan Pulau Pinang hendaklah dalam tempoh masa 2 tahun
                                         dari tarikh Pindah Milik didaftarkan atau dalam jangka masa lalu yang diluluskan oleh
                                         Pihak Berkuasa Negeri, mendirikan bangunan kilang atau bangunan kilang-kilang di atas
                                         tanah yang diberimilik ini mengikut pelan yang diluluskan oleh Pihak Berkuasa Tempatan.



 






    1


     


    

 


In
English:


 


Express
Conditions


 


		i)	This
                                         alienated land must be used for the purpose of industry only.



		ii)	The
                                         first proprietor after the Penang Development Corporation must within 2 years from the
                                         date of registration of the transfer or within such further time as may be approved by
                                         the State Authority erect a factory building or buildings on the land hereby alienated
                                         in accordance with the plan approved by the local authority.



 


Sekatan-sekatan
Kepentingan


 


Tanah
yang diberimilik ini tidak boleh dipindahmilik, cagar, pajak atau pajakan kecil, tenensi disewakan atau dengan apa-apa urusan
sekalipun diuruskan tanpa kebenaran bertulis daripada Pihak Berkuasa Negeri.


 


In
English:


 


Restriction
in Interest


 


The
land hereby alienated shall not be transferred, charged, leased, sub-leased, tenanted or otherwise in any manner dealt with or
disposed of without the written sanction of the State Authority.


 


OPERATIVE
PROVISIONS:-


 


		1	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1	Definitions



 


The
following words and expressions have the following meanings unless the context otherwise requires:-


 


“Appropriate
Authorities” means any governmental, semi or quasi government and/or statutory departments, agencies or bodies, and
“Appropriate Authority” shall be construed accordingly;


 


“Balance
Deposit” means the amount being Deposit less the Retention Sum amounting to Ringgit Malaysia Three Million Five Hundred
Twenty Seven Thousand and Five Hundred (RM3,527,500.00) only referred to in Clause 2.2 representing seventeen per centum (17%)
of the Purchase Price;


 


“Balance
Purchase Price” means the balance of the Purchase Price of Ringgit Malaysia Sixteen Million and Six Hundred Thousand
(RM16,600,000.00) only referred to in Clause 2.3 representing eighty per centum (80%) of the Purchase Price;


 


“Business
Day” means any day on which commercial banks in Kuala Lumpur, Malaysia, Illinois, United States of America and Hong
Kong SAR are open for business excluding Saturdays, Sundays and public holidays in Kuala Lumpur, Malaysia, Illinois, United States
of America or Hong Kong SAR;


 


“Completion
Date” means the date on which the full amount of the Purchase Price and interest due, if any, have been paid to the
Vendor or the Vendor’s Solicitors as stakeholders;


 


“Compliance
Period” means two (2) months from the date of this Agreement;


 


“Condition
Precedent” has the meaning ascribed to it in Clause 3.1, and “Conditions Precedent” shall be construed
accordingly;


 






    2


     


    

 


“Deposit”
means the sum of Ringgit Malaysia Four Million One Hundred and Fifty Thousand (RM4,150,000.00) only referred to in Clause 2.1
representing the aggregate of the Retention Sum and the Balance Deposit, equivalent to twenty per centum (20%) of the Purchase
Price;


 


“Disposal
Date” means the date on which the Conditions Precedent set out in 3.1.2 and 3.1.3 (where applicable) are fulfilled;


 


“Director
General” means the Director General of the Inland Revenue Board of Malaysia;


 


“Document
of Title” means the issue document of title in respect of the Land;


 


“Encumbrances”
means any and all encumbrances, charges, mortgages, assignments, title retention, trust arrangements, caveats (private, trust,
lien-holder’s or registrar’s), liens, prohibitory orders, easements, leases, tenancies, licences, squatters, unauthorised
occupants, equities and/or claims whatsoever, and “Encumbrance” shall be construed accordingly;


 


“EPU”
means the Economic Planning Unit of the Prime Minister’s Department;


 


“Extended
Compliance Period” means the period of one (1) month after the last day of the Compliance Period;


 


“Extended
Payment Deadline" means the last day of the Extended Period;


 


“Extended
Period” means the period of one (1) week after the last day of the Payment Deadline;


 


“Land”
means the land referred to in Recital (A);


 


“Payment
Deadline” means the deadline for the payment of the Balance Purchase Price being the day which falls two (2) weeks after
the Unconditional Date;


 


“PDC”
means The Penang Development Corporation, a body corporate incorporated under the Penang Development Corporation Enactment, 1971
and having its office at Bangunan Tun Dr Lim Chong Eu, No 1 Pesiaran Mahsuri, Bandar Bayan Baru, 11909 Bayan Lepas, Penang, Malaysia;


 


“Purchase
Price” means the sum of Ringgit Malaysia Twenty Million Seven Hundred and Fifty Thousand (RM20,750,000.00) only referred
to in Clause 2.1;


 


“Purchaser’s
Solicitors” means Messrs Foong & Partners of 13-1 Menara 1MK, Kompleks 1 Mont’ Kiara, No 1 Jalan Kiara, Mont’
Kiara, 50480 Kuala Lumpur, Malaysia;


 


“Retention
Sum” means the sum of Ringgit Malaysia Six Hundred Twenty Two Thousand and Five Hundred (RM622,500.00) only representing
three per centum (3%) of the Purchase Price;


 


“RPGT”
means Real Property Gains Tax;


 


“RPGT
Act” means the Real Property Gains Tax Act 1976;


 


“Transfer”
means the valid and registrable Memorandum of Transfer in Form 14A of the National Land Code 1965 duly executed by the Vendor
in favour of the Purchaser in respect of the Land;


 


“Unconditional
Date” means the day on which all the Conditions Precedent are fulfilled as referred to in Clause 3.9;


 


“Vendor’s
Solicitors” means Messrs Skrine of Unit No. 50-8-1, 8th Floor, Wisma UOA Damansara, 50, Jalan Dungun, Damansara
Heights, 50490 Kuala Lumpur, Malaysia; and


 


“Vendor’s
Warranties” means all representations and warranties set out in Clause 13.1 given by the Vendor.


 






    3


     


    

 


		1.2	Interpretation



 


Unless
the context otherwise requires:-


 


		1.2.1	If
                                         there is more than one Vendor or more than one Purchaser, the respective rights and obligations
                                         of the vendors or the purchasers, as the case may be, under this Agreement shall be joint
                                         and several;



 


		1.2.2	Words
                                         importing the masculine gender shall include the feminine and neuter genders and vice
                                         versa;



 


		1.2.3	Words
                                         importing the singular number shall include the plural and vice versa;



 


		1.2.4	The
                                         Appendices or Schedules hereto (if any) shall be read and construed as part of this Agreement.
                                         If there is any conflict or discrepancy between the contents of the Appendix or Schedule
                                         and the main body of this Agreement, the contents of the Appendix or Schedule, as the
                                         case may be, shall govern and prevail;



 


		1.2.5	A
                                         reference to a recital, clause, sub-clause, paragraph, sub-paragraph is a reference to
                                         a recital, clause, sub-clause, paragraph, sub-paragraph of this Agreement;



 


		1.2.6	The
                                         headings and sub-headings to clauses herein are for convenience and shall not be taken
                                         into consideration in the interpretation or construction of this Agreement;



 


		1.2.7	A
                                         reference to a statute includes:



 


		(a)	all
                                         amendments to that statute;



 


		(b)	regulations,
                                         by-laws, rules, statements of policies or guidelines issued under or in relation to the
                                         same; and



 


		(c)	any
                                         statutory modification or re-enactment of that statute;



 


		1.2.8	A
                                         reference to a “month” means a period beginning in one calendar month and
                                         ending in the next calendar month on the day numerically corresponding to the day of
                                         the calendar month on which it commences or, where there is no date in the next month
                                         numerically corresponding as aforesaid, the last day of such calendar month, and “months”
                                         and “monthly” shall be construed accordingly;



 


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



 


		1.2.10	A
                                         reference to any particular date or time is a reference to that date or time in Malaysia;



 


		1.2.11	A
                                         reference to any agreement (including this Agreement) or document includes an amendment
                                         to, or replacement or novation of that agreement or document;



 


		1.2.12	Words
                                         denoting an obligation on a person or party to do any act matter or thing include an
                                         obligation to procure that it be done and words placing a person or party under a restriction
                                         include an obligation not to permit infringement of the restriction save where otherwise
                                         provided;



 






    4


     


    

 


		1.2.13	No
                                         rule of construction applies to the disadvantage of a party by reason that it was responsible
                                         for the preparation of this Agreement or any part of it;



 


		1.2.14	Any
                                         reference to “pay”, or cognate expressions, includes payments made in cash
                                         or by way of cheque or bank drafts (drawn on a bank licensed to carry on banking business
                                         under the provisions of the Financial Services Act 2013 or Islamic Financial Services
                                         Act 2013) or effected through inter-bank transfers to the account of the payee, giving
                                         the payee access to immediately available, freely transferable, cleared funds and the
                                         word “Ringgit Malaysia” or the abbreviation “RM” means the lawful
                                         currency of Malaysia. For the avoidance of doubt, the person making the payment shall
                                         be responsible for all charges, fees, bank commission or any costs payable in making
                                         such payments; and



 


		1.2.15	Any
                                         reference to “writing”, or cognate expressions, includes any communication
                                         effected by facsimile transmission.



 


		2	DEPOSIT
AND PURCHASE PRICE



 


		2.1	In
                                         consideration of the Deposit of Ringgit Malaysia Four Million One Hundred and Fifty Thousand
                                         (RM4,150,000.00) only now paid by the Purchaser in accordance with Clause 2.2 by way
                                         of deposit and part payment of the Purchase Price, the Vendor agrees to sell and the
                                         Purchaser agrees to purchase the Land at the Purchase Price of Ringgit Malaysia Twenty
                                         Million Seven Hundred and Fifty Thousand (RM20,750,000.00) only on an “as is
                                         where is” basis as at the Completion Date free from all Encumbrances and with
                                         vacant possession but subject to the Vendor’s Warranties, existing category of
                                         land use, all express and implied conditions and restrictions in interest endorsed on
                                         the Document of Title and all unregistered easements favouring Tenaga Nasional Berhad
                                         (if any) and Gas Malaysia (if any) only and upon the terms and conditions hereinafter
                                         contained.



 


		2.2	The
                                         Deposit shall be paid by the Purchaser on the date of execution of this Agreement in
                                         the following manner:



 


		2.2.1	the
Retention Sum shall be paid to the Vendor’s Solicitors as stakeholders upon the execution of this Agreement who are authorised
to forward the Retention Sum to the Director General of Inland Revenue being the payment for the RPGT payable under the provisions
of the RPGT Act as stated under Clause 14 hereunder; and



 


		2.2.2	the
                                         Balance Deposit shall be paid to the Vendor’s Solicitors, as stakeholders, upon
                                         the execution of this Agreement. The Vendor’s Solicitors shall release the Balance
                                         Deposit together with all accrued interest thereon to the Vendor on the Unconditional
                                         Date.



 


		2.3	Subject
                                         to the obligation of the parties to complete the sale and purchase of the Land upon this
                                         Agreement becoming unconditional in accordance with Clause 3.8, the Purchaser shall pay
                                         the Balance Purchase Price of Ringgit Malaysia Sixteen Million and Six Hundred Thousand
                                         (RM16,600,000.00) only in accordance with Clause 6.1 on or before the Payment Deadline.



 


		2.4	If
                                         the Purchaser is unable to pay the Balance Purchase Price in accordance with Clause 2.3
                                         for any reason, the Payment Deadline shall be automatically extended to the Extended
                                         Payment Deadline provided that the Purchaser pays to the Vendor interest on the Balance
                                         Purchase Price then outstanding at the rate of eight (8%) per centum per annum calculated
                                         on a daily basis from the first day of the Extended Period until the Completion Date.
                                         The interest due, if any, shall be paid at the same time as the payment of the Balance
                                         Purchase Price.



 


		2.5	The
                                         Vendor’s Solicitors and the Purchaser’s Solicitors, as the case may be, shall
                                         place all monies received by them respectively as stakeholders in an interest bearing
                                         deposit account(s) with a licensed commercial or Islamic bank in Malaysia of their respective
                                         choice pending the release of the monies (including any interest) in accordance with
                                         the terms of this Agreement.



 






    5


     


    

 


		3	CONDITIONS
PRECEDENT



 


		3.1	The
                                         obligation of the parties to complete the sale and purchase of the Land is conditional
                                         upon:-



 


		3.1.1	the
                                         Vendor having obtained the approval of PDC to sell or transfer the Land to the Purchaser
                                         (“PDC Approval”);



 


		3.1.2	the
                                         Vendor having obtained the approval of the Appropriate Authority to sell or transfer
                                         the Land to the Purchaser (“Transfer Approval”);



 


		3.1.3	the
                                         Purchaser having at its own costs and expenses obtained the approval of the Appropriate
                                         Authority to purchase the Land pursuant to Section 433B of the National Land Code 1965
                                         from the Vendor, where applicable (“State Authority Approval”);



 


		3.1.4	the
                                         Vendor having at its own costs and expenses obtained the consent of Tenaga Nasional Berhad
                                         to sell or transfer the Land to the Purchaser (“TNB Consent”); and



 


		3.1.5	the
                                         Purchaser having at its own costs and expenses obtained a written confirmation or support
                                         letter from the EPU that EPU’s approval is not required for the acquisition of
                                         the Land by the Purchaser, where applicable (“EPU Confirmation”),



 


(severally
a “Condition Precedent” and collectively “Conditions Precedent”) on or before the expiry
of two (2) months from the date of this Agreement (“Compliance Period”) provided always that if any Condition
Precedent is not fulfilled/complied with by the expiry of the said two (2) months, an extension of one (1) month shall automatically
be granted (“Extended Compliance Period”). If so required and requested by the Vendor, the Purchaser shall
agree on a further extension of the Compliance Period for a period of one (1) month.


 


		3.2	Where
                                         applicable, the Purchaser shall no later than five (5) days from the date of this Agreement
                                         apply for the EPU Confirmation PROVIDED ALWAYS THAT the Vendor shall provide to the Purchaser
                                         such documents and information (other than confidential information which such party
                                         is precluded by law or contract from disclosing) as may be requested by the Purchaser
                                         for the aforesaid application. The Purchaser shall furnish a copy of such aforesaid application
                                         to the Vendor and the Purchaser shall within the next Business Day of receipt of the
                                         EPU Confirmation furnish a copy of the same to the Vendor. The Vendor shall then forward
                                         a copy of the EPU Confirmation to PDC and/or the Appropriate Authority, if so required.



 


		3.3	The
                                         Vendor shall submit an application for the PDC Approval within five (5) days from its
                                         receipt of all documents and information (other than confidential information which such
                                         party is precluded by law or contract from disclosing) as may be requested by the Vendor
                                         from the Purchaser for the aforesaid application. The Vendor shall furnish a copy of
                                         such aforesaid application to the Purchaser. The Vendor shall submit an application for
                                         the Transfer Approval within five (5) days after the PDC Approval has been obtained (if
                                         required by the relevant Appropriate Authority or applicable law) PROVIDED ALWAYS THAT
                                         the Purchaser shall provide to the Vendor such documents and information (other than
                                         confidential information which such party is precluded by law or contract from disclosing)
                                         as may be requested by the Vendor for the aforesaid application. The Vendor shall furnish
                                         a copy of such aforesaid application to the Purchaser. Subject to Clause 24.3, the cost
                                         of the applications for the PDC Approval and the Transfer Approval, and the consent fee
                                         payable to PDC and the Appropriate Authority for the aforesaid applications shall be
                                         borne by both the Vendor and Purchaser in the ratio of 35:65. The Purchaser shall immediately
                                         on demand by the Vendor pay to PDC and/or the Appropriate Authority or reimburse the
                                         Vendor for all costs and expenses paid to PDC and/or the Appropriate Authority for purposes
                                         of obtaining their approval for the sale and purchase contemplated herein.



 


		3.4	The
Vendor shall within three (3) Business Days of its receipt of the PDC Approval, the Transfer Approval and the TNB Consent forward
to the Purchaser a copy of the same certified as true by the Vendor’s Solicitors or the Vendor’s authorised signatories.



 






    6


     


    

 


		3.5	If
                                         any of the aforesaid approvals/confirmation granted pursuant to the applications made
                                         under Clauses 3.1.1, 3.1.2, 3.1.3, 3.1.4 and 3.1.5 is obtained subject to any condition
                                         which is not acceptable to the Vendor, the Vendor shall inform the Purchaser of its non-acceptance
                                         of the said condition within seven (7) days of its receipt of the reply from the relevant
                                         authorities or its receipt of a copy of the reply from the Purchaser. Failure by the
                                         Vendor to so notify the Purchaser of its non-acceptance of any condition imposed as aforesaid
                                         shall be deemed acceptance of the said conditions by the Vendor. The Vendor shall be
                                         entitled to appeal or procure the Purchaser to appeal to any relevant Appropriate Authorities
                                         to modify and/or withdraw such aforesaid condition which is unacceptable to the Vendor
                                         PROVIDED ALWAYS THAT such appeal shall be filed and completed within the Compliance Period
                                         or the Extended Compliance Period, as the case may be.



 


		3.6	Notwithstanding
                                         any other provisions in this Agreement, if any of the approvals/confirmation granted
                                         pursuant to the applications made under Clauses 3.1.1, 3.1.2, 3.1.3, 3.1.4 and 3.1.5
                                         is given subject to conditions imposed on the Purchaser, the Purchaser must agree to
                                         those conditions save and unless such conditions would directly or indirectly impose
                                         upon the Purchaser an obligation to make payment or incur costs and expenses of an aggregate
                                         sum of Ringgit Malaysia Four Hundred Thousand (RM400,000.00) only (“Threshold”)
                                         or more to any relevant Appropriate Authorities or other third parties in which event,
                                         the Purchaser shall be entitled to appeal or procure the Vendor to appeal to the relevant
                                         Appropriate Authorities to modify and/or withdraw such aforesaid conditions which are
                                         unacceptable to the Purchaser PROVIDED ALWAYS THAT such appeal shall be filed and completed
                                         within the Compliance Period or the Extended Compliance Period, as the case may be. In
                                         the event the Vendor is agreeable to reimburse the Purchaser or to pay any sum in excess
                                         of the Threshold to any relevant Appropriate Authorities or other third parties, the
                                         Purchaser must agree to those conditions. The Purchaser shall inform the Vendor of its
                                         non-acceptance of such aforesaid conditions within seven (7) days of its receipt of the
                                         reply from the relevant Appropriate Authorities or its receipt of a copy of the reply
                                         from the Vendor. Failure by the Purchaser to so notify the Vendor of its non-acceptance
                                         of any conditions imposed as aforesaid shall be deemed acceptance of the said conditions
                                         by the Purchaser.



 


		3.7	The
parties agree that, pursuant to the Garis Panduan Perolehan Hartanah oleh Warganegara Asing atau Syarikat Asing Bagi Negeri Pulau
Pinang (updated on 16 August 2017) (“Guidelines”), the State Authority Approval is not required to be obtained
to complete the sale and purchase of the Land as at the date of this Agreement. The Parties further agree that if the Guidelines
remain effective as at the Unconditional Date, and there is no amendment to the Guidelines on or prior to the Unconditional Date
which necessitates the procurement of the State Authority Approval, the State Authority Approval shall be deemed not applicable.
The application for the State Authority approval (where applicable) shall be submitted by the Purchaser as soon as it is expedient
to do so PROVIDED ALWAYS THAT the Vendor shall provide to the Purchaser such documents and information (other than confidential
information which such party is precluded by law or contract from disclosing) as may be required from a vendor by the Appropriate
Authorities within seven (7) days from the receipt of the request for the same by the Purchaser or the Purchaser’s Solicitors.
The Purchaser shall procure that a copy of the aforesaid approval be furnished to the Vendor.



 


		3.8	If:-



 


		3.8.1	any
of the aforesaid applications for approval is refused; or



 


		3.8.2	any
                                         of the Conditions Precedent is not fulfilled/complied with by the expiry of the Compliance
                                         Period or the Extended Compliance Period, as the case may be; or



 


		3.8.3	any
condition imposed by the Appropriate Authority in respect of any of the aforesaid approvals is not acceptable to the Vendor or
subject always to Clause 3.6, the Purchaser, where applicable; or



 


		3.8.4	subject
always to Clause 3.6, the Appropriate Authority refuses to modify and/or withdraw an unacceptable condition in respect of any
of the aforesaid approvals requested by the Vendor, or the Purchaser, where applicable, and the Vendor, or the Purchaser, where
applicable, is unwilling to accept such condition imposed; or



 






    7


     


    

 


		3.8.5	an
appeal pursuant to Clause 3.5 is not completed within the Compliance Period or the Extended Compliance Period, as the case may
be, and the Vendor is unwilling to accept such condition imposed;



 


the
Vendor or the Purchaser, may by written notice to the other party, terminate this Agreement (with a photocopy being given to each
of the Vendor’s Solicitors and the Purchaser’s Solicitors at the same time) whereupon the Balance Deposit and the
Retention Sum shall immediately be refunded by the Vendor’s Solicitors to the Purchaser, and the provisions of Clause 19.1
where applicable shall apply, and thereafter this Agreement shall cease to be of any further effect.


 


		3.9	The
obligation of the parties to complete the sale and purchase of the Land under this Agreement shall become unconditional on the
date which the Purchaser’s Solicitors or the Vendor’s Solicitors, as the case may be, is in receipt from the relevant
Appropriate Authorities of documentary evidence(s)/written proof(s) that all the Conditions Precedent have been fulfilled/complied
with (“the Unconditional Date”).



 


		3.10	The
                                         Purchaser shall notify EPU in respect of the transfer of the Land in its favour on the
                                         Completion Date.



 


		4	DEPOSIT
OF DOCUMENTS



 


		4.1	The
                                         parties shall within three (3) Business Days from the Unconditional Date, execute the
                                         Transfer to effect the transfer of the Land from the Vendor to the Purchaser. The duly
                                         executed Transfer shall be deposited with the Vendor’s Solicitors to be held as
                                         stakeholders.



 


		4.2	Within
                                         seven (7) Business Days of the Unconditional Date, the Vendor shall deliver the following
                                         to the Purchaser’s Solicitors:-



 


		4.2.1	the
                                         duly paid quit rent and the latest assessment receipts for the current year/ prevailing
                                         period in respect of the Land duly certified as true copies by a practicing solicitor;



 


		4.2.2	the
original PDC Approval;



 


		4.2.3	the
original Transfer Approval;



 


		4.2.4	the
original TNB Consent; and



 


		4.2.5	any
                                         other document or documents so requested by the Purchaser which are necessary to enable
                                         the Transfer to be registered in accordance with this Agreement.



 


		4.3	The
                                         Vendor shall within seven (7) days from the date of this Agreement, deliver to the Purchaser’s
                                         Solicitors:-



 


		4.3.1	three
                                         (3) copies each of its Constitution (as defined in Companies Act 2016), the certificate
                                         of incorporation, and the latest return in Forms 24, 44 and 49 of the Companies Act 1965
                                         and notification of any changes thereto under the Companies Act 2016 duly certified as
                                         true copies by the Company Secretary of the Vendor;



 


		4.3.2	three
                                         (3) copies each of the national registration identity card or passport of the Vendor’s
                                         signatories to this Agreement and the Transfer duly certified as true copies by a practicing
                                         solicitor; and



 


		4.3.3	three
                                         (3) copies each of the resolutions of its Board of Directors and (if required) a resolution
                                         of its shareholders approving the sale of the Land on the terms and conditions herein
                                         contained and authorising the affixing of its Common Seal on or the signing of this Agreement,
                                         the Transfer and such other documents or applications in accordance with its Constitution
                                         duly certified as true copies by the Company Secretary of the Vendor.



 






    8


     


    

 


		4.4	The
                                         Purchaser shall within seven (7) days from the date of this Agreement, deliver to the
                                         Vendor’s Solicitors:-



 


		4.4.1	three
                                         (3) copies each of its Constitution (as defined in Companies Act 2016), the certificate
                                         of incorporation and the latest return in Forms 24, 44 and 49 of the Companies Act 1965
                                         and notification of any changes thereto under the Companies Act 2016 duly certified as
                                         true copies by the Company Secretary of the Purchaser;



 


		4.4.2	three
                                         (3) copies each of the national registration identity card or passport of the Purchaser’s
                                         signatories to this Agreement and the Transfer duly certified as true copies by a practicing
                                         solicitor; and



 


		4.4.3	three
                                         (3) copies each of the resolution of its Board of Directors and (if required) a resolution
                                         of its shareholders approving the purchase of the Land on the terms and conditions herein
                                         contained and authorising the affixing of its Common Seal on or the signing of this Agreement,
                                         the Transfer and such other documents or applications in accordance with its Constitution
                                         duly certified as true copies by the Company Secretary of the Purchaser.



 


		4.5	The
                                         Vendor shall on signing of this Agreement deposit the original Document of Title with
                                         the Vendor’s Solicitors as stakeholders who shall be authorized to deal with the
                                         same in accordance with the provisions of this Agreement.



 


		5	ADJUDICATION
AND STAMPING OF TRANSFER



 


		5.1	The
                                         Vendor’s Solicitors shall within seven (7) Business Days from the Unconditional
                                         Date, release the Transfer to the Purchaser’s Solicitors upon the Purchaser’s
                                         Solicitors’ undertaking to deal with the same only in the following manner:-



 


		5.1.1	to
                                         present the Transfer to the Stamp Office for adjudication of stamp duty payable thereon
                                         within seven (7) Business Days from the date of receipt of the Transfer;



 


		5.1.2	to
                                         arrange for the payment of the stamp duty as assessed subject to Clause 5.2 below; and



 


		5.1.3	thereafter
                                         to retain the Transfer in safe custody until the same is to be released pursuant to Clause
                                         6.1.



 


		5.2	The
                                         Purchaser shall pay the stamp duty assessed as being payable on the Transfer within seven
                                         (7) Business Days after receipt of the notice of assessment by the Purchaser’s
                                         Solicitors. The Purchaser acknowledges that payment of stamp duty as aforesaid shall
                                         be made at the sole risk and expense of the Purchaser.



 


		5.3	The
Purchaser shall ensure that the Transfer is returned to the Vendor if the sale and purchase herein is not completed in accordance
with the provisions of this Agreement for any reason whatsoever. The Purchaser’s Solicitors shall be entitled to submit
the Transfer to the Stamp Office for cancellation and refund of stamp duty paid thereon, if any, and shall immediately return
the Transfer to the Vendor thereafter unless the Transfer has been retained by the Collector of Stamp Duty.



 


		6	MODE
                                         OF PAYMENT OF BALANCE PURCHASE PRICE



 


		6.1	The
Purchaser will be utilising its own funds to purchase the Land and the Purchaser shall on or before the Payment Deadline or the
Extended Payment Deadline, as the case may be, pay to the Vendor’s Solicitors, as stakeholders the Balance Purchase Price
and immediately thereafter, the Vendor’s Solicitors are hereby authorised by the parties to release the original Document
of Title and the prevailing quit rent and assessment receipts (if applicable) to the Purchaser’s Solicitors.



 






    9


     


    

 


		7	PRESENTATION
OF DOCUMENTS FOR REGISTRATION



 


		7.1	The
                                         Purchaser shall ensure that the Purchaser’s Solicitors present the Transfer, the
                                         Document of Title and the other documents referred to in Clauses 4.2, 4.3 and 4.4 for
                                         registration at the relevant Land Registry or Land Office within seven (7) Business Days
                                         of receipt of the Document of Title and the prevailing quit rent and assessment receipts
                                         (if applicable) by the Purchaser’s Solicitors from the Vendor’s Solicitors
                                         pursuant to Clause 6.1 PROVIDED THAT if the Transfer has not been adjudicated for stamp
                                         duty, the aforesaid documents shall be presented for registration within seven (7) Business
                                         Days after the Transfer has been adjudicated and stamped. The Purchaser shall further
                                         procure the Purchaser’s Solicitors to notify the Vendor’s Solicitors in writing
                                         of the particulars of the presentation as soon as the documents have been presented for
                                         registration.



 


		7.2	If
the documents are not accepted for presentation for registration or have been presented for registration to effect transfer of
the Land but are rejected or suspended by the relevant Land Registry or Land Office for any reason attributable to the Vendor,
the Vendor hereby undertakes that the Vendor shall upon request expediently do all acts and deeds required to remedy the defects
or inadequacies in the documents that are attributable to them in order to effect the transfer of the Land in favour of the Purchaser.



 


		8	RELEASE
OF MONEY



 


		8.1	The
                                         Balance Purchase Price and interest paid pursuant to Clause 2.4 (if any) shall be released
                                         by the Vendor’s Solicitors to the Vendor upon:-



 


		8.1.1	the
                                         expiry of seven (7) days after the Transfer has been presented for registration at the
                                         relevant Land Registry or Land Office; or



 


		8.1.2	the
                                         expiry of ten (10) days after the date of receipt of the Document of Title and the prevailing
                                         quit rent and assessment receipts (if applicable) by the Purchaser’s Solicitors
                                         pursuant to Clause 6.1; or



 


		8.1.3	the
registration of the Transfer by the relevant Land Registry or Land Office;



 


whichever
is the earliest of the applicable dates provided always that vacant possession of the Land has been delivered by the Vendor to
the Purchaser.


 


		9	VACANT
POSSESSION



 


		9.1	The
                                         Vendor shall deliver vacant possession of the Land to the Purchaser on the Completion
                                         Date. In the event the Vendor fails to deliver vacant possession of the Land to the Purchaser
                                         pursuant to this Clause 9.1, the Vendor shall pay to the Purchaser interest at the rate
                                         of eight per centum (8%) per annum on the Purchase Price calculated on a daily basis
                                         from the day after the Completion Date until the actual delivery date of vacant possession
                                         to the Purchaser (“Possession Date”).



 


		9.2	If
                                         the Purchaser takes vacant possession of the Land before the time specified in Clause
                                         9.1, the Purchaser shall occupy the Land as a bare licensee of the Vendor. In such event
                                         the Purchaser shall immediately surrender possession of the Land in a clean and tenantable
                                         condition (fair wear and tear excepted) to the Vendor if the sale and purchase herein
                                         is not completed in accordance with the terms of this Agreement.



 


		10	BASIS
OF SALE



 


		10.1	The
                                         Purchaser acknowledges that the Land is sold on an “as is where is”
                                         basis and the Purchaser is deemed to have inspected the Land and agrees to purchase and
                                         accept the same in the state and condition in which they are in as at the date set out
                                         in Clause 9.1. The Purchaser shall be responsible to maintain the Land from the date
                                         of this Agreement. The Purchaser is not entitled to rescind this Agreement or make any
                                         claim for compensation or reduction in the Purchase Price or claim any damages in respect
                                         of any misdescription of the area, condition or state of the Land.



 






    10


     


    

 


		11	APPORTIONMENT
OF OUTGOINGS



 


		11.1	The
                                         Purchaser shall solely pay for all quit rent, assessment, rates, security charges, insurance,
                                         utility charges including but not limited to electricity, water, tele-communication and
                                         sewerage charges from the date of this Agreement and shall deliver a copy each of the
                                         relevant invoices and receipts to the Vendor on the Completion Date. Any sum due from
                                         one party to the other by virtue of such apportionment shall be paid on or before seven
                                         (7) Business Days from the Completion Date provided always that the said outgoings are
                                         made known to the other party on or before the Completion Date (subject to the production
                                         of the relevant and accurate receipts and invoices up to date).



 


		11.2	The
                                         Vendor shall indemnify the Purchaser against any loss or penalty which may be imposed
                                         by the Appropriate Authorities in respect of any late or non-payment of such aforesaid
                                         payments for the period prior to the date of such apportionment.



 


		11.3	The
                                         parties hereto shall where necessary individually inform all the Appropriate Authorities
                                         of the change of ownership of the Land upon the completion of the sale and purchase herein.
                                         The parties agree that it shall not be the obligation of their respective solicitors
                                         to perform any of the foregoing matters.



 


		12	RISK



 


		12.1	Subject
                                         to Clause 12.2, risk in the Land with regard to loss or damage shall pass from the Vendor
                                         to the Purchaser on the Possession Date.



 


		12.2	If
                                         the Purchaser fails, refuses, delays or neglects to take vacant possession of the Land
                                         (other than by reason of a default by the Vendor) on the Completion Date, risk in the
                                         Land shall nonetheless be deemed to have passed to the Purchaser on the Completion Date
                                         notwithstanding that the Purchaser may not have taken vacant possession thereof.



 


		12.3	If
                                         the Land or part thereof are substantially damaged or destroyed by any cause before the
                                         date that risk passes or is deemed to have passed to the Purchaser under Clause 12.1
                                         or 12.2, as applicable, the Purchaser shall be entitled to:-



 


		12.3.1	terminate
                                         this Agreement by written notice to the Vendor whereupon the provisions of Clause 19
                                         shall apply; OR



 


		12.3.2	request
                                         the Vendor to restore the Land to their original state and condition before the expiry
                                         of the Payment Deadline or the Extended Payment Deadline, as the case may be, at the
                                         expense of the Vendor OR to reduce the Purchase Price by such amount as may be agreed
                                         upon by the parties AND if the Vendor does not agree/reply to the Purchaser's request
                                         within fourteen (14) days from the date of the request being made, the Purchaser shall
                                         be entitled to terminate this Agreement by written notice to the Vendor and upon such
                                         termination, the provisions of Clause 19 shall apply.



 






    11


     


    

 


		13	REPRESENTATIONS
AND WARRANTIES



 


		13.1	The
                                         Vendor hereby represents, warrants, covenants and undertakes to and with the Purchaser
                                         as at the date hereof and up to and including the Completion Date that:-



 


		13.1.1	Existence
                                         and Capacity of the Vendor



 


		(a)	The
                                         Vendor is a corporation duly incorporated under the laws of Malaysia.



 


		(b)	The
                                         Vendor has the full legal right, power and authority to enter into and bind itself by
                                         this Agreement and the Transfer, to apply for the PDC Approval, the Transfer Approval
                                         and the TNB Consent, and to exercise all rights and perform all obligations under the
                                         aforesaid documents and all appropriate actions and approvals have been taken and obtained,
                                         including shareholders’ approval, if required and board approval, to authorise
                                         the execution and delivery of this Agreement, the Transfer and such other applications
                                         and the execution and delivery of the same does not contravene any law or breach any
                                         contractual obligation by which the Vendor is bound or exceed the power and authority
                                         of the officer(s) executing the same, where applicable.



 


		(c)	Completion
                                         of the transactions contemplated by this Agreement by the Vendor will not:



 


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



 


		(ii)	constitute
                                         a default or an event which, with the lapse of time or action by a third party, could
                                         result in the creation of any Encumbrance, equity, claim or restriction on the Land or
                                         any part thereof.



 


		(d)	The
                                         Vendor has not been wound up and there is no claim, suit, court proceeding or arbitration
                                         instituted and pending or threatened against the Vendor by any third party (save and
                                         except for PDC), including winding up proceedings, which may affect in any way the Vendor’s
                                         title to the Property or the Vendor’s ability and right to deal with or dispose
                                         the Land.



 


		13.1.2	Title



 


		(a)	The
                                         Vendor is the sole legal and beneficial owner of the Land and has a good and marketable
                                         title to it and has in its possession or under its control, free of any lien, all relevant
                                         original Document of Title and documents necessary to prove the title of the Vendor.



 


		(b)	Where
                                         the title to the Land requires registration, it has been properly registered and the
                                         Vendor is the registered proprietor.



 


		(c)	The
                                         Land is not a Malay reserved land.



 


		(d)	Based
                                         on the Vendor’s knowledge, the Land benefits from all rights, easements, covenants
                                         and entitlements as are necessary for its beneficial use and enjoyment and no such rights,
                                         easements, covenants or entitlements are subject to any restrictions as to their exercise
                                         or terms entitling any person to terminate or curtail them.



 


		(e)	There
                                         are no outstanding actions, disputes, claims or demands between the Vendor and any third
                                         party (save and except for PDC) that would adversely affect the Vendor’s title,
                                         ownership and enjoyment of the Land nor are there any disputes as to the boundaries of
                                         the Land.



 






    12


     


    

 


		13.1.3	Use



 


		(a)	Based
                                         on the Vendor’s knowledge, the use and operation of the Land does not violate any
                                         law.



 


		(b)	A
                                         valid Certificate of Fitness for Occupation or Certificate of Completion and Compliance,
                                         as the case may be, has been issued in respect of all building(s) erected and located
                                         on the Land, where applicable.



 


		13.1.4	No
                                         Compulsory Acquisition or Enforcement Proceedings



 


Based
on the Vendor’s knowledge, save and except for the outstanding actions, disputes, claims or demands by PDC, there are no
outstanding enforcement or other notices or proceedings issued in respect of the Land, and there is no resolution or proposal
for compulsory acquisition by the local or any other authority nor any outstanding order, notice or other requirement of any such
authority that affects such existing use as aforesaid or involves expenditure in complying with it nor any other circumstances
known which may result in any such order or notice being made or served or which may otherwise affect the Land.


 


		13.1.5	Planning



 


Based
on the Vendor’s knowledge:


 


		(a)	No
                                         alterations to the Land or use of the Land has been undertaken in breach of the planning
                                         legislation or any other statutes or any regulations, bye-laws, orders, consents or permissions
                                         made or given thereunder.



 


		(b)	The
                                         planning consents and permissions in relation to any alterations to the Land are either
                                         unconditional or if there are any conditions, they have been complied with up to the
                                         date of this Agreement.



 


		(c)	There
                                         is no pending planning application, planning appeal or other planning proceedings in
                                         relation to any alterations to the Land.



 


		13.1.6	Outgoings



 


All
outgoings payable on the Land have been duly paid.


 


		13.1.7	Forfeiture



 


Based
on the Vendor’s knowledge, save and except for the outstanding actions, disputes, claims or demands by PDC, no notice of
intended forfeiture or other action, claim, proceeding, demand, dispute or liability in respect of the express conditions of the
Land has been issued by any Appropriate Authority.


 


		13.1.8	Environmental
                                         Matters



 


Based
on the Vendor’s knowledge, there has been no breach by the Vendor of any law concerning pollution or protection of environment
including releases of hazardous substances into air, water, sewage systems and land, and the manufacture, process and handling
of hazardous substances in relation to any business or activity which has been or is being carried on by the Vendor in relation
to its business.


 


		13.1.9	Accuracy
                                         of Information



 


All
material information contained in this Agreement is true, complete and accurate in all material respects.


 






    13


     


    

 


		13.2	The
                                         Purchaser hereby represents, warrants, covenants and undertakes to and with the Vendor
                                         as at the date hereof and up to and including the Completion Date that:-



 


		13.2.1	the
                                         Purchaser is a corporation duly incorporated under the laws of Malaysia;



 


		13.2.2	the
                                         Purchaser has the full legal right, power and authority to enter into and bind itself
                                         by this Agreement and the Transfer, to apply for the State Authority Approval and/or
                                         the EPU Confirmation (where applicable), and to exercise all rights and perform all obligations
                                         under the aforesaid documents and all appropriate actions and approvals have been or
                                         will be taken and obtained to authorise the execution and delivery of this Agreement,
                                         the Transfer and such other applications and the execution and delivery of the same does
                                         not contravene any law or breach any contractual obligation by which the Purchaser is
                                         bound or exceed the power and authority of the officer(s) executing the same, where applicable;



 


		13.2.3	no
                                         winding-up proceedings have been commenced against the Purchaser as at the date hereof
                                         and the Purchaser has not commenced any action or passed any resolution for its voluntary
                                         winding-up; and



 


		13.2.4	there
                                         are no judgments, orders or pending legal proceedings or claims against the Purchaser
                                         which may affect in any way its solvency.



 


		13.3	In
                                         the event that there is a breach by either party of any representations and warranties
                                         contained in Clause 13.1 or 13.2, as the case may be, the non-defaulting party shall
                                         be entitled to make a claim for damages and to be indemnified against all losses, damages,
                                         costs, expenses and outgoings which the non-defaulting party may incur or be liable for
                                         in respect of any claim, demand, liability, action, proceedings or suits arising out
                                         of or in connection with a breach thereof. For the avoidance of doubt, the parties shall
                                         not be entitled to exercise their rights under Clause 15.1 or 15.2 for a breach of representations
                                         and warranties contained in Clause 13.1 or 13.2.



 


		13.4	The
                                         representations and warranties contained in Clause 13.1 or 13.2 shall survive for a period
                                         of six (6) months after the Completion Date.



 


		13.5	Save
                                         and except as set out in Clause 13.1, the Vendor does not make any other representation
                                         or warranty under this Agreement. Save and except as set out in Clause 13.2, the Purchaser
                                         does not make any other representation or warranty under this Agreement.



 


		14	REAL
PROPERTY GAINS TAX



 


		14.1	Each
                                         party shall within three (3) Business Days from the Disposal Date provide its Income
                                         Tax file reference number and the branch of the Inland Revenue Board at which its tax
                                         file is maintained to the other party.



 


		14.2	The
                                         parties shall within fifty (50) days from the Disposal Date notify the Director General
                                         of the sale and purchase of the Land by filing the prescribed CKHT 1A and CKHT 2A forms
                                         at the branch of the Inland Revenue Board at which the Vendor’s tax file is maintained.
                                         Each party shall provide the other party’s solicitors with a photocopy of the acknowledgement
                                         of receipt of the form filed by such party within three (3) Business Days after the same
                                         has been filed with the Director General.



 


		14.3	The
                                         Vendor’s Solicitors shall no earlier than thirty (30) days but no later than fifty
                                         (50) days after the Disposal Date, pay the Retention Sum to the Director General in accordance
                                         with Section 21B(1) of the RPGT Act. At the same time, the Vendor’s Solicitors
                                         shall release all interest accrued on the Retention Sum to the Vendor. The Vendor’s
                                         Solicitors shall provide the Purchaser’s Solicitors with the receipt issued by
                                         the Director General for the Retention Sum within three (3) Business Days of its receipt
                                         of such document from the Director General.



 


		14.4	If
                                         the Retention Sum is insufficient to pay the RPGT payable in connection with the disposal
                                         of the Land, the Vendor shall pay the difference to the Director General within the time
                                         frame which it is required to do so. If the Retention Sum exceeds the RPGT assessed and
                                         payable in connection with the disposal of the Land, the Vendor shall be responsible
                                         to recover the excess amount from the Director General without recourse to the Purchaser
                                         or the Purchaser’s Solicitors.



 






    14


     


    

 


		14.5	The
                                         Vendor shall indemnify and keep the Purchaser indemnified against all claims (including,
                                         without limitation, any claim for any shortfall in the payment of RPGT, costs, damages,
                                         fines, tax liabilities or penalties, if any, imposed on the Purchaser by reason of non-compliance
                                         by the Vendor with any of its obligations under the RPGT Act and this Agreement in connection
                                         with the disposal of the Land herein by the Vendor.



 


		15	DEFAULT



 


		15.1	Purchaser’s
Default



 


If:-


 


		(1)	the
                                         Purchaser defaults in the payment of the Balance Purchase Price or interest or other
                                         sums due under this Agreement in accordance with the provisions hereof and such default
                                         has not been remedied within seven (7) Business Days from the date of a written notice
                                         from the Vendor requiring the same to be remedied; or



 


		(2)	there
                                         is any material breach by the Purchaser of any of its covenants, undertakings or obligations
                                         under this Agreement which is:-



 


		(a)	not
                                         capable of remedy; or



 


		(b)	capable
                                         of remedy but is not remedied within twenty one (21) days from the date of a written
                                         notice from the Vendor requiring the same to be remedied;



 


the
Vendor shall be entitled to the remedy of specific performance against the Purchaser or to terminate this Agreement by giving
written notice to the Purchaser (with a photocopy being given to each of the Vendor’s Solicitors and the Purchaser’s
Solicitors at the same time) whereupon:-


 


		15.1.1	the
                                         Balance Deposit shall be immediately forfeited to the Vendor as agreed liquidated damages
                                         and the Retention Sum comprised in the Deposit shall be dealt with as follows:-



 


		(a)	if
                                         the Retention Sum has not been applied in accordance with Clause 14.3, the Vendor’s
                                         Solicitors shall release the Retention Sum and all interest accrued thereon to the Vendor
                                         within seven (7) Business Days of such termination notice being given;



 


		(b)	if
                                         the Retention Sum has been applied in accordance with Clause 14.3, the Vendor shall be
                                         responsible for recovering the same from the Director General without recourse to the
                                         Purchaser or the Purchaser’s Solicitors and be entitled to retain the amount so
                                         recovered from the Director General;



 


		15.1.2	the
                                         Purchaser shall within seven (7) Business Days of such termination notice being given:-



 


		(a)	return
                                         or procure to be returned to the Vendor or the Vendor’s Solicitors the Document
                                         of Title and the Transfer (if the same have been released to the Purchaser’s Solicitors)
                                         with the Vendor’s interest as registered proprietor of the Land remaining intact
                                         PROVIDED THAT the Purchaser’s Solicitors may retain the Transfer for the purposes
                                         set out in Clause 5.3 if the same has been stamped;



 


		(b)	re-deliver
                                         vacant possession of the Land in the state and condition in which they are in when they
                                         are first delivered to the Purchaser to the Vendor (if the same has been delivered to
                                         the Purchaser);



 






    15


     


    

 


		(c)	withdraw
                                         and procure to be withdrawn all private caveats presented or registered against the Land
                                         by the Purchaser; and



 


		(d)	deliver
                                         to the Vendor or the Vendor’s Solicitors a duly executed and stamped copy of the
                                         deed of revocation confirming the termination of the sale and purchase herein (“Deed
                                         of Revocation”) and a letter issued by the Purchaser to the Director General
                                         to authorize the Director General to release the Retention Sum to the Vendor if the Retention
                                         Sum has been applied in accordance with Clause 14.3;



 


		15.1.3	the
                                         Vendor shall, immediately upon the Purchaser's compliance with Clause 15.1.2, return
                                         and procure to be returned to the Purchaser, all monies received by it or for its account
                                         as part of the Purchase Price (excluding the Deposit to be forfeited pursuant to Clause
                                         15.1.1), free of interest. In the event the Vendor fails to refund the monies to the
                                         Purchaser within the stipulated period, the Vendor shall be liable for late payment interest
                                         at the rate of eight per centum (8%) per annum calculated on the daily basis from the
                                         due date of payment until full payment of the monies to be refunded in accordance with
                                         this Clause;



 


and
thereafter this Agreement shall cease to be of any further effect save as provided in Clause 19.2 and Clause 19.4.


 


		15.2	Vendor’s
Default



 


If
the Vendor refuses or fails to complete the sale and purchase of the Land upon this Agreement becoming unconditional in accordance
with Clause 3.9, the Purchaser shall be entitled to the remedy of specific performance against the Vendor or to terminate this
Agreement by giving written notice to the Vendor (with a photocopy being given to each of the Vendor's Solicitors and the Purchaser’s
Solicitors at the same time) whereupon:-


 


		15.2.1	the
                                         Vendor shall within seven (7) Business Days of such termination notice being given, pay
                                         and procure to be paid, as the case may be, to the Purchaser’s Solicitors as stakeholders:-



 


		(a)	a
                                         sum equal to the Deposit to be paid to the Purchaser as agreed liquidated damages; and



 


		(b)	all
                                         monies received by the Vendor or the Vendor’s Solicitors or for the Vendor’s
                                         account as part of the Purchase Price free of interest Provided That the Balance Deposit
                                         and the Retention Sum comprised in the Deposit shall be dealt with as follows:-



 


		(i)	the
                                         Vendor shall procure the Vendor’s Solicitors to, within seven (7) Business Days
                                         of the termination notice being given, pay to the Purchaser’s Solicitors, as stakeholders,
                                         an amount equal to the Balance Deposit;



 


		(ii)	if
                                         the Retention Sum has not been applied in accordance with Clause 14.3, the Vendor shall
                                         procure the Vendor’s Solicitors to release such sum and all interest accrued thereon
                                         to the Purchaser’s Solicitors within seven (7) Business Days of the termination
                                         notice being given, as stakeholders;



 


		(iii)	if
                                         the Retention Sum has been applied in accordance with Clause 14.3, the Vendor shall,
                                         immediately upon the receipt of the Retention Sum from the Director General pay to the
                                         Purchaser’s Solicitors, as stakeholders, an amount equal to the Retention Sum and
                                         shall be responsible for recovering the amount paid to the Director General without recourse
                                         to the Purchaser or the Purchaser’s Solicitors and be entitled to retain the amount
                                         so recovered from the Director General;



 






    16


     


    

 


		15.2.2	the
                                         Purchaser shall, immediately upon the Vendor's compliance with Clauses 15.2.1(a) and
                                         15.2.1(b)(i):-



 


		(a)	return
                                         or procure to be returned to the Vendor or the Vendor’s Solicitors the Document
                                         of Title and the Transfer (if the same have been released to the Purchaser’s Solicitors)
                                         with the Vendor’s interest as registered proprietor of the Land remaining intact
                                         PROVIDED THAT the Purchaser’s Solicitors may retain the Transfer for the purposes
                                         set out in Clause 5.3 if the same has been stamped;



 


		(b)	re-deliver
                                         vacant possession of the Land in the state and condition in which they are in when they
                                         are first delivered to the Purchaser to the Vendor (if the same has been delivered to
                                         the Purchaser);



 


		(c)	withdraw
                                         and procure to be withdrawn all private caveats presented or registered against the Land
                                         by the Purchaser; and



 


		(d)	deliver
                                         to the Vendor or the Vendor’s Solicitors the Deed of Revocation and a letter issued
                                         by the Purchaser to the Director General to authorize the Director General to release
                                         the Retention Sum to the Vendor if the Retention Sum has been applied in accordance with
                                         Clause 14.3;



 


		15.2.3	the
                                         Purchaser’s Solicitors shall, upon the Purchaser's compliance with Clause 15.2.2,
                                         release the monies held by them under Clause 15.2.1 to the Purchaser;



 


and
thereafter this Agreement shall cease to be of any further effect save as provided in Clauses 19.2 and Clause 19.4.


 


		16	NON
REGISTRATION OF THE TRANSFER



 


		16.1	If
                                         the Transfer is suspended or rejected by the relevant Land Registry or Land Office for
                                         any reason which is not attributable to a default of either party, the parties shall
                                         use their best endeavours to rectify the defect or inadequacy as soon as possible after
                                         the Purchaser’s Solicitors have been informed of the suspension or rejection by
                                         the relevant Land Registry or Land Office. In addition and if applicable, the Vendor
                                         shall grant to the Purchaser an extension of time which corresponds with the period of
                                         time it takes for the defect or inadequacy to be rectified to pay the Balance Purchase
                                         Price and the Payment Deadline or as the case may be, the Extended Payment Deadline shall
                                         be deemed to have been extended accordingly and the Purchaser shall not be liable to
                                         pay any interest during such period of time. If the defect or inadequacy cannot be rectified
                                         by the parties within thirty (30) days after the Purchaser’s Solicitors have notified
                                         the Vendor’s Solicitors of such suspension or rejection, either party shall be
                                         entitled to terminate this Agreement by written notice to the other whereupon the provisions
                                         of Clause 19 shall apply.



 


		17	COMPULSORY
ACQUISITION



 


		17.1	The
                                         Vendor hereby warrants and represents to the Purchaser that as at the date of execution
                                         of this Agreement, the Vendor has no knowledge of any intended acquisition of the Land
                                         or any part thereof nor has any reason to believe that the Land or any part thereof is
                                         subject to acquisition by any governmental statutory urban or municipal authority or
                                         that any advertisement in the Government Gazette of such intention has been published
                                         under Section 4 or Section 8 of the Land Acquisition Act 1960.



 






    17


     


    

 


		17.2	Notwithstanding
                                         the warranty or representation of the Vendor above, if a notice under Section 4 or a
                                         declaration under Section 8 of the Land Acquisition Act 1960 has been issued or published
                                         in respect of the Land or any part thereof after the date of this Agreement but before
                                         the date of payment of the Balance Purchase Price, the Vendor shall notify the Purchaser
                                         of such notification, whereupon the Purchaser shall be entitled to:-



 


		17.2.1	terminate
                                         this Agreement by written notice to the Vendor whereupon the provisions of Clause 19
                                         shall apply; OR



 


		17.2.2	elect
                                         to complete the purchase of the Land by written notice to the Vendor whereupon the provisions
                                         of Clause 17.3 shall apply.



 


		17.3	In
                                         the event that the Purchaser elects to complete the purchase of the Land, upon the Purchaser
                                         paying the full amount of the Purchase Price and interest due, if any, under Clause 2.4:-



 


		17.3.1	the
                                         Vendor shall immediately notify the Government or the acquiring authority of the Purchaser’s
                                         interest in the Land and the terms of this Agreement;



 


		17.3.2	the
                                         Purchaser shall be entitled to receive all compensation monies and to appear and attend
                                         at such enquiry or hearings either in the name of the Vendor or the Purchaser; and



 


		17.3.3	the
                                         Vendor shall forthwith pay to the Purchaser, free of interest, all compensation monies,
                                         if any, received by the Vendor on account of the acquisition or intended acquisition.



 


		18	GOVERNMENT
                                         SCHEMES



 


		18.1	The
                                         Land has been open for inspection by the Purchaser and are sold subject to the present
                                         and future zoning, road widening or drainage improvements or other schemes that may affect
                                         the Land or the use thereof. The Purchaser agrees to assume the risk of any change in
                                         zoning or introduction of any road widening or drainage improvements or other schemes
                                         that may arise after the date of this Agreement. Notwithstanding the foregoing, any notice(s)
                                         received by the Vendor prior to the Completion Date of any of the said schemes that affect
                                         the Land or the use thereof from the Appropriate Authorities, shall be given a copy of
                                         the same to the Purchaser.



 


19       CONSEQUENCES
OF TERMINATION


 


		19.1	Upon
                                         the lawful termination of this Agreement (other than termination pursuant to Clause 15.1
                                         or Clause 15.2):-



 


		19.1.1	the
                                         Purchaser shall within seven (7) Business Days of the termination notice being given:-



 


		(1)	return
                                         or procure to be returned to the Vendor or the Vendor’s Solicitors the Document
                                         of Title and the Transfer (if the same have been released to the Purchaser’s Solicitors)
                                         with the Vendor’s interest as registered proprietor of the Land remaining intact
                                         PROVIDED THAT the Purchaser’s Solicitors may retain the Transfer for the purposes
                                         set out in Clause 5.3 if the same has been stamped;



 


		(2)	re-deliver
                                         vacant possession of the Land in the state and condition in which they are in when they
                                         are first delivered to the Purchaser to the Vendor (if the same has been delivered to
                                         the Purchaser);



 


		(3)	withdraw
                                         and procure to be withdrawn all private caveats presented or registered against the Land
                                         by the Purchaser; and



 


		(4)	deliver
                                         to the Vendor or the Vendor’s Solicitors the Deed of Revocation and a letter issued
                                         by the Purchaser to the Director General to authorize the Director General to release
                                         the Retention Sum to the Vendor if the Retention Sum has been applied in accordance with
                                         Clause 14.3;



 






    18


     


    

 


		19.1.2	the
                                         Vendor shall, immediately upon the Purchaser's compliance with Clause 19.1.1, refund
                                         and procure to be refunded all monies paid by the Purchaser towards the Purchase Price,
                                         free of interest Provided That the Retention Sum shall be dealt with as follows:-



 


		(1)	if
                                         the Retention Sum has not been applied in accordance with Clause 14.3, the Vendor's Solicitors
                                         shall release such sum and all interest accrued thereon to the Purchaser;



 


		(2)	if
                                         the Retention Sum has been applied in accordance with Clause 14.3, the Vendor shall within
                                         ninety (90) days of the Purchaser’s compliance with Clause 19.1.1 or immediately
                                         upon the receipt of the Retention Sum from the Director General, whichever shall occur
                                         later, refund to the Purchaser an amount equal to the Retention Sum and shall be responsible
                                         for recovering the amount paid to the Director General without recourse to the Purchaser
                                         or the Purchaser’s Solicitors and be entitled to retain the amount so recovered
                                         from the Director General;



 


and
thereafter this Agreement shall cease to be of any further effect save as provided in Clause 19.2 and Clause 19.4.


 


		19.2	Upon
                                         the lawful termination of this Agreement, neither party shall have any further obligations
                                         under this Agreement to the other party other than:-



 


		19.2.1	their
                                         respective obligations which are to be performed upon the lawful termination of this
                                         Agreement;



 


		19.2.2	any
                                         obligation which is expressed to survive the termination of this Agreement; and



 


		19.2.3	any
                                         rights or obligations which have accrued to any party in respect of any breach of any
                                         of the provisions of this Agreement prior to such termination.



 


		19.3	The
                                         Vendor hereby authorises the Vendor's Solicitors to return to the Purchaser any monies
                                         held by them as stakeholders upon the lawful termination of this Agreement.



 


		19.4	Following
                                         the lawful termination of this Agreement, the Vendor shall be at liberty to resell or
                                         otherwise to dispose of the Land at such price and in such manner and to such person
                                         or persons as the Vendor shall think fit without being accountable to the Purchaser for
                                         any profit made on the resale.



 


		20	SPECIFIC
                                         PERFORMANCE



 


		20.1	Notwithstanding
                                         anything contained in this Agreement, either party shall be entitled to apply for an
                                         order for specific performance against the other if the other party defaults in performing
                                         any of its obligations under this Agreement.



 


		21	CAVEAT
BY THE PURCHASER



 


		21.1	The
                                         Purchaser shall be entitled at its own costs to lodge a private caveat against the Land.
                                         The caveat shall be withdrawn by the Purchaser at its own costs and expenses if the sale
                                         and purchase herein is lawfully terminated in accordance with the provisions of this
                                         Agreement.



 


		21.2	The
                                         Purchaser shall upon the execution of this Agreement execute and deposit with the Purchaser’s
                                         Solicitors a valid and registrable Withdrawal of Private Caveat in Form 19G of the National
                                         Land Code 1965 together with the requisite registration fee. The Purchaser’s Solicitors
                                         are hereby authorized by the Purchaser to use the said form to withdraw the private caveat
                                         upon the lawful termination of this Agreement.



 






    19


     


    

 


		22	NOTICES



 


		22.1	Any
                                         notice or communication to be given or made under this Agreement shall be in writing
                                         and may be given or sent by hand or prepaid registered post to the other party at the
                                         address set out below or to such other address as either party may give notice of to
                                         the other:



 


The
Vendor:


 


		Address	:
                                         c/o Rubicon Technology Inc, 900 East Green Street, Unit A, Bensenville, 

IL 60106, United
                                         States of America



 


		Attention	:
                                         Mr Timothy Brog



 


		andcopied
to	:
Messrs Skrine, Unit No. 50-8-1, 8th Floor, Wisma UOA Damansara,



50, Jalan Dungun,
Damansara Heights, 50490 Kuala Lumpur, Malaysia.


Attention:
Miss Theresa Chong / Miss Oon Hooi Lin (File Ref: TC/2162793.1)


 


The
Purchaser:


 


		Address	:
                                         6/F, Building 20E, Phase 3, Hong Kong Science Park, 20 Science Park East Avenue, 

Shatin,
                                         New Territories, Hong Kong



 


		Attention	:
                                         Dr. King OWYANG



 


		and copied
to	:
Messrs Foong & Partners of 13-1 Menara 1MK, Kompleks 1 Mont’ Kiara, 

No 1 Jalan Kiara, Mont’ Kiara, 50480 Kuala
Lumpur, Malaysia



Attention:
Ms. Chong Siew Mun / Ms. Chuar Pei Yin (File Ref: FP/0084/19)


 


		22.2	All
notices and communications shall be in the English language.



 


		22.3	Any
                                         notice or communication shall be deemed to have been duly served upon and received by
                                         the addressee:-



 


		22.3.1	if
                                         delivered by hand, on the day of delivery;



 


		22.3.2	if
                                         sent by courier service, at the time of signature of the courier’s delivery receipt;



 


		22.3.3	if
                                         sent by prepaid registered post to an address within Malaysia, on expiry of three (3)
                                         Business Days after posting;



 


		22.3.4	if
                                         sent by prepaid registered post to an address outside Malaysia, on expiry of five (5)
                                         Business Days after posting; and



 


		22.3.5	if
                                         delivery or receipt is on a day which is not a Business Day or is after 5.00 p.m. at
                                         the place of delivery or receipt, it is taken as given at 9.00 a.m. on the next Business
                                         Day.



 


		22.4	In
                                         proving the giving of a notice or communication, it shall be sufficient to show:-



 


		22.4.1	in
                                         the case of courier service or dispatch by hand, that the notice or other document was
                                         duly acknowledged to have been received by the intended recipient; or



 


		22.4.2	in
                                         the case of prepaid registered post, that the notice or communication was contained in
                                         an envelope which was duly addressed, postage prepaid and lodged with the postal authorities
                                         for delivery; certificate of posting.



 


		22.5	A
                                         party may change its address for notices by giving a written notice to the other party.



 






    20


     


    

 


		23	TAXES



 


		23.1	Save
                                         as aforesaid and otherwise provided in this Agreement, each party shall be liable for
                                         its own taxes, including but not limited to income/corporate tax.



 


		24	COSTS



 


		24.1	Each
party shall be responsible for its own solicitors’ costs of and in connection with the preparation and completion of this
Agreement.



 


		24.2	The
Purchaser shall be responsible for and shall pay all stamp duty, registration fees, and penalties and levy (if any) payable on
this Agreement, the Transfer and the Deed of Revocation (if applicable) and all costs and expenses in relation to the State Authority
Approval and/or the EPU Confirmation (where applicable).



 


		24.3	The
                                         Vendor and the Purchaser shall be responsible for all costs and expenses in relation
                                         to the approvals contemplated under Clauses 3.1.1 and 3.1.2, and for the real estate
                                         agency fees payable in relation to this transaction in the ratio of 35:65, subject always
                                         that the Purchaser’s total liability in respect thereof shall not exceed the amount
                                         of Ringgit Malaysia Seven Hundred and Fifty Thousand (RM750,000.00) only.



 


		25	PERMISSION
TO THE PURCHASER TO ENTER THE LAND



 


		25.1	Pending
                                         the completion of the sale and purchase of the Land in accordance with the terms herein,
                                         the Purchaser is permitted subject to no less than forty eight (48) hours’ prior
                                         written notice to the Vendor to enter the Land during office hours for the sole purpose
                                         of carrying out minor renovations works to the buildings thereon provided always that
                                         the Vendor shall have first approved the renovation plans. It is a condition that at
                                         all times, the Purchaser must be accompanied by an authorized representative of the Vendor,
                                         unless such condition is waived in writing by the Vendor. The Purchaser undertakes that
                                         it and/or its agents shall not cause any disruption to the operations or other activities
                                         of the Vendor on the Land and that the Purchaser and/or its agents shall not cause any
                                         loss or damage to the Land and/or the buildings/structures thereon.



 


		26	MISCELLANEOUS



 


		26.1	Time
of Essence



 


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


 


		26.2	Amendments



 


No
amendment of, or addition to, the provisions of this Agreement shall be binding or effective unless it is in writing signed by
all the parties hereto.


 


		26.3	Assignment



 


Neither
party may assign nor transfer any of their respective rights or obligations under this Agreement without the prior written approval
of the other party. Any purported assignment or transfer made without such prior written approval shall not be binding on or effective
against the other party.


 


		26.4	Successors
in Title and Assigns Bound



 


This
Agreement shall be binding upon the respective successors in title and/or permitted assigns of the parties.


 






    21


     


    

 


		26.5	Further
Covenant



 


Each
party has entered into this Agreement in good faith and shall give all such assistance and information to the other party and
execute and do and procure all other necessary persons or companies, if any, to execute and do all such further acts, deeds and
things as may be reasonably required to give full effect to the terms of this Agreement.


 


		26.6	Invalidity
and Severability



 


If
any provision of this Agreement is or may become under any written law, or is found by any court or administrative body or competent
jurisdiction to be illegal, void, invalid, prohibited or unenforceable then:-


 


		26.6.1	such
                                         provision shall be ineffective to the extent of such illegality, voidness, invalidity,
                                         prohibition or unenforceability;



 


		26.6.2	the
                                         remaining provisions of this Agreement shall remain in full force and effect; and



 


		26.6.3	the
                                         parties shall use their respective best endeavours to negotiate and agree on a substitute
                                         provision which is valid and enforceable and achieve to the greatest extent possible
                                         the economic, legal and commercial objectives of such illegal, void, invalid, prohibited
                                         or unenforceable term, condition, stipulation, provision, covenant or undertaking.



 


		26.7	Knowledge
or Acquiescence



 


Knowledge
or acquiescence of either party hereto of or in any breach of any of the conditions or covenants herein contained shall not operate
as or be deemed to be a waiver of such conditions or covenants or of any of them and notwithstanding such knowledge or acquiescence
each party hereto shall be entitled to exercise their respective rights under this Agreement and to require strict performance
by the other of the terms and conditions herein.


 


		26.8	Rights
& Remedies



 


The
rights and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the parties
provided at law, and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of
any other right or remedy shall affect or impair any such right or remedy.


 


		26.9	Execution



 


The
execution of this Agreement by or on behalf of a party shall constitute an authority to their respective solicitors to deliver
the same to the other.


 


		26.10	Effective
Date



 


This
Agreement shall come into force on, and take effect from, the date first herein above mentioned, irrespective of the diverse dates
upon which the respective parties may have executed this Agreement.


 






    22


     


    

 


		26.11	Law
& Jurisdiction



 


This
Agreement shall be governed by, and construed in accordance with, the laws of Malaysia and the parties:-


 


		26.11.1	irrevocably
                                         submit to the exclusive jurisdictions of the Courts of Malaysia; and



 


		26.11.2	consent
                                         to service of legal process in respect of any matter arising out of this Agreement by
                                         forwarding a copy of such legal process by prepaid registered post to their last known
                                         address or in any other manner permitted by the relevant law.



 


		26.12	Government
                                         Notices



 


All
notices (if any) issued by the Government, Appropriate Authorities or other bodies having authority in that behalf in respect
of the Land after the date hereof and before the Completion Date (irrespective of the date of receipt thereof) shall be complied
with by and at the expense of the Vendor.


 


		26.13	Prior
Arrangements



 


This
Agreement supersedes any other agreement, letters, correspondence (oral or written or expressed or implied) entered into prior
to this Agreement in respect of matters dealt with in this Agreement.


 


		26.14	Counterparts



 


		26.14.1	This
                                         Agreement may be executed in any number of counterparts and by the parties on separate
                                         counterparts, but shall not be effective until each party has executed at least one counterpart.



 


		26.14.2	Each
                                         counterpart, when executed, will be deemed to constitute an original copy of this Agreement,
                                         but the counterparts, taken together, shall constitute one and the same instrument.



 


[The
rest of this page is intentionally left blank]


 






    23


     


    

 



IN
WITNESS WHEREOF the Vendor and the Purchaser hereto have hereunto set their hands and/or seal the day and year first above written.


 


	Signed
    by	)	 	 
	 	)	 	 
	for
    and on behalf of 	)	 	 
	the
    abovenamed Vendor,                	)		 
	RUBICON
    SAPPHIRE TECHNOLOGY	)		 
	(MALAYSIA)
    SDN. BHD. 	)	Director	 
	(Company
    No. 200901017303/ 	)	Name:	 
	860400-A)
    in the presence of:-	)	Passport
    No.:	 
	 	)	Country
    of Issuance:	 







 


 





 



Witness


Name:


Passport
No:


Country
of Issuance:





 





	Signed
    by	)	 	 
	 	)	 	 
	for
    and on behalf of 	)	 	 
	the
abovenamed Purchaser,               	)		 
	COMPUTIME
(MALAYSIA) SDN. BHD.	)		 
	(Company
No. 201901028967/	)	Director	 
	1338296-M)
in the presence of:-	)	Name:	 
		)	NRIC/Passport
No.:	 
	 	)	Country
    of Issuance:	 





 


 





 



Witness


Name:


Passport
No:


Country
of Issuance:





 






    24


     


    

 


 


 


 


 


APPENDIX
I


 


LEASE
AND ANNEXURE