2nd_ draft_s&p_10.8.07

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THIS SALE AND PURCHASE AGREEMENT is made on the day of 200 between JASON DANIEL CAMPOS (NRIC No. 670417-04-5371) (hereinafter called “the Vendor”) of the one part and RAFIAH BINTI KASSIM (NRIC No. 520114-01-5622) (hereinafter ca1led “the Purchaser”) of the other part. WHEREAS:- (1) REGISTERED PROPRIETOR The Vendor is the registered and beneficial owner of all that the leasehold land (expiring on 16.1.2102) held under HSD 182712, No. Lot : PT 5129, Pekan Baru Sungai Buloh, Daerah Petaling, Negeri Selangor measuring approximately 297.29 square meteres on which is built a two and a half storey house (semi-detached) bearing postal address No 22A, Jalan Camar 4/15, Siera Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan (the said land and building are hereinafter collectively called “the said Property”). (2) ENCUMBRANCES The said Property is presently charged to Citibank Berhad (Co No.297089-M) of Tingkat 16, Menara Citibank,No 165, Jalan Ampang, 50450 Wilayah Perseketuan (hereinafter called “the Vendor’s Financiers”) vide Presentation No. 19617/2004 (hereinafter called the Charge”) for credit facilities extended to the Vendor. (3) RESTRICTIONS The said Land is subject to an express restriction in interest endorsed on the document of title thereto that it shall not be transferred or charged without the prior approval of the State Authority. (4) SOLICITORS

Transcript of 2nd_ draft_s&p_10.8.07

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THIS SALE AND PURCHASE AGREEMENT is made on the day of 200 between JASON DANIEL CAMPOS (NRIC No. 670417-04-5371) (hereinafter called “the Vendor”) of the one part and RAFIAH BINTI KASSIM (NRIC No. 520114-01-5622) (hereinafter ca1led “the Purchaser”) of the other part.

WHEREAS:-

(1) REGISTERED PROPRIETOR

The Vendor is the registered and beneficial owner of all that the leasehold land (expiring on 16.1.2102) held under HSD 182712, No. Lot : PT 5129, Pekan Baru Sungai Buloh, Daerah Petaling, Negeri Selangor measuring approximately 297.29 square meteres on which is built a two and a half storey house (semi-detached) bearing postal address No 22A, Jalan Camar 4/15, Siera Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan (the said land and building are hereinafter collectively called “the said Property”).

(2) ENCUMBRANCES

The said Property is presently charged to Citibank Berhad (Co No.297089-M) of Tingkat 16, Menara Citibank,No 165, Jalan Ampang, 50450 Wilayah Perseketuan (hereinafter called “the Vendor’s Financiers”) vide Presentation No. 19617/2004 (hereinafter called “the Charge”) for credit facilities extended to the Vendor.

(3) RESTRICTIONS

The said Land is subject to an express restriction in interest endorsed on the document of title thereto that it shall not be transferred or charged without the prior approval of the State Authority.

(4) SOLICITORS

Messrs Godfrey D’cruz & Co Advocates & Solicitors, of Unit 721, 7th Floor, Block A, Lobby 6 Damansara Intan, No.1, Jalan SS 20/27 47400, Petaling Jaya ,Selangor Darul Ehsan. Tel. No.03- 7710 5062/5063, Fax No. 03-7710 5069 (hereinafter called “the Purchaser’s Solicitors”) are the Solicitors for the Purchaser.

The Vendor is legally represented by Messrs Lim & Hoh of #08-02, 8th Floor, Ming Buliding, Jalan Bukit Nanas 50250 Kuala Lumpur (hereinafter referred to as “the Vendor’s Solicitors”).

(5) FINANCING

The Purchaser intends to obtain a loan (hereinafter called “the Loan”) from a bank or from the Government or other institution (hereinafter referred to as “the Purchaser’s Financiers”) to complete the purchase of the said Property.

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(6) INTENTION OF THE PARTIES HERETO

The Vendor have agreed to sell and the Purchaser has agreed to purchase the said Property free from encumbrances whatsoever and with vacant possession but subject to such conditions and restrictions-in-interests in the title whether expressed or implied upon the terms and conditions hereinafter appearing.

WHEREBY IT IS AGREED as follows:-

1. CONSIDERATION

1(1) In consideration of the sum of RINGGIT MALAYSIA SIXTEEN THOUSAND THREE HUNDRED AND SIXTY (RM16,360-00) only already paid by the Purchaser to the Vendor and a further sum of RINGGIT MALAYSIA SIXTY FIVE THOUSAND AND FOUR HUNDRED AND FORTY (RM65,440-00) only now paid by the Purchaser to the Vendor (the receipt both sums the Vendor hereby acknowledge) towards part payment of the purchase price the Vendor will subject to the approval for the transfer of the said Property being obtained as provided in Clause 2 herein sell and the Purchaser will purchase the said Property free from any encumbrances whatsoever but subject to all the conditions of title whether express or implied contained in the document of title to the said Property and with vacant possession at the total purchase price of RINGGIT MALAYSIA EIGHT HUNDRED AND EIGHTEEN THOUSAND (RM818,000-00) only (hereinafter called “the Purchase Price”) upon the terms and conditions hereinafter contained.

2. CONDITIONAL AGREEMENT

2(1) This Agreement is conditional upon the written approval of the State Authority being obtained for the transfer of the said Property .

(2) The Vendor hereby undertake forthwith at their own costs and expenses to use their best endeavor to obtain the approval for the transfer and for such purpose the Vendor will without delay make and sign all such applications and other documents and do such other acts and things as may be necessary or required to obtain such approval and to communicate the same to the Purchaser’s Solicitors within NINE (9) MONTHS from the date hereof or any further extension of time as the Purchaser may grant to the Vendor. The Vendor shall immediately upon receiving the letter from the State Authority approving the transaction herein forward it to the Purchaser’s Solicitors who shall inform the Purchaser in respect thereof. The date of the Purchaser’s Solicitors’ receipt of the said letter of approval from the State Authorities is hereinafter called “the Commencement Date”.

3. NON-APPROVAL

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3(1) If such written approval is not obtained within the period stipulated in Clause 2 hereof due to no fault of the parties or if the application for approval is refused, the Purchaser may grant to the Vendor an extension of time to obtain the said approval and/or for an appeal to be lodged by the Vendor, which appeal the Vendor shall be obliged to make or the Purchaser may elect to terminate this Agreement whereupon this Agreement shall become null and void save as hereinafter provided and all monies paid to the Vendor by the Purchaser shall be refunded by the Vendor to the Purchaser free of interest within SEVEN (7) DAYS of a request for the same PROVIDED ALWAYS that if the aforesaid refund is not made by the Vendor to the Purchaser within SEVEN (7) DAYS from the date of termination, then the Purchaser shall be entitled to claim interest from the Vendor on the sum to be refunded at the rate of EIGHT PERCENT (8%) per annum calculated on a daily basis until actual receipt thereof by the Purchaser together with all interest payable, in default of which the Vendor shall be additionally liable to reimburse the Purchaser all costs and expenses (including the fees of the solicitors acting for the Purchaser on a solicitor and client basis) incurred by the Purchaser in connection with any action to enforce the same.

4. PAYMENT OF BALANCE PURCHASE PRICE

4(1) The balance of the Purchase Price of RINGGIT MALAYSIA SEVEN HUNDRED THIRTY SIX THOUSAND AND TWO HUNDRED (RM736,200-00) only (hereinafter called “the Balance Purchase Price”) shall be paid to the Vendor’s Solicitors as stakeholders within FOUR (4) MONTHS from the Commencement Date as hereinafter defined (the date of full payment of the Purchase Price to the Purchaser’s Solicitors is hereinafter called “the Completion Date”) PROVIDED that upon the expiry of THREE (3) MONTHS from the date hereof interest on any portion of the Purchase Price remaining unpaid shall commence immediately thereafter and be payable by the Purchaser to the Vendor, such interest to be calculated from day to day on the proportion of the Purchase Price remaining unpaid at the rate of EIGHT PERCENT (8%) per annum.

4(2) In the event that the Purchaser completes the sale and purchase herein with the Loan and the Purchaser’s Solicitors shall have obtained within the said FOUR (4) MONTHS’ period an undertaking and/or a confirmation from the Purchaser’s Financiers to release to the Vendor and/or to the Vendor’s Solicitors the Loan after the presentation of all the relevant documents for registration of the transfer of the said Property to the Purchaser free from any encumbrances whatsoever and the charge in favour of the Purchaser’s Financiers (hereinafter called “the Undertaking”) then the Undertaking shall for all intents and purposes of this Agreement be deemed to be full payment of the total Purchase Price PROVIDED that the Purchaser shall have within the said FOUR (4) MONTHS’ period paid to the Purchaser’s Solicitors the difference between the Balance Purchase Price and the Loan amount, if any (hereinafter called “the Differential Sum”) and the Purchaser continuing to pay interest thereon at the aforesaid rate from the expiry of the three(3) months from the commencement date until actual receipt of the loan sum by the Purchaser’s Solicitors.

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4(3) In computing the time within which the Purchaser is to pay the Balance Purchase Price, any delay due to the fault or default of the Vendor including but not limited to the following delay:-

(a) any delay in the Purchaser’s Financiers’ solicitors’ receipt of the redemption statement from the Vendor’ Financiers in favour of the Purchaser’s Financiers (and in such case, the period exceeding FOURTEEN (14) DAYS from the date of the request for such redemption statement and the receipt of the redemption statement by the Purchaser’s Financiers’ solicitors shall be deemed to be a delay);

(b) the period exceeding FOURTEEN (14) DAYS from the date of receipt by the Vendor’s Solicitors of the redemption sum payable and the date of the Purchaser’s Financiers’ solicitors’ receipt of the duly executed, registrable and stamped Discharge of Charge, the relevant duplicate charge, the original issue document of title and any other relevant documents to enable the Discharge of Charge to be duly registered;

(c) the period exceeding FOURTEEN (14) DAYS from the date of request and the date of receipt by the Purchaser’s Financiers’ solicitors of the undertaking to refund as well as any other documents referred to under Clause 4(5) hereinafter provided;

(d) the period exceeding FOURTEEN (14) DAYS from the date of request and the date of receipt by the Purchaser’s Solicitors of the documents mentioned in Clause 6 hereafter provided;

shall be excluded from the computation of the aforesaid time to settle the said sum.

4(4) In the event that the Purchaser fail to pay the Balance Purchase Price within the time and manner stipulated in Clauses 4 (1) to (3) hereinabove, the Vendor may by written notice to the Purchaser terminate this agreement and to forfeit a sum of RINGGIT MALAYSIA EIGHTY ONE THOUSAND EIGHT HUNDRED (RM81,800-00) only as agreed liquidated damages and the Vendor shall refund to the Purchaser all other moneys had and received (if any) free of interest whatsoever and whereupon this Agreement shall be null and void PROVIDED ALWAYS that if the aforesaid refund is not made by the Vendor to the Purchaser within SEVEN (7) DAYS from the date of termination, then the Purchaser shall be entitled to claim interest from the Vendor on the sum to be refunded at the rate of EIGHT PERCENT (8%) per annum calculated on a daily basis until actual receipt thereof by the Purchaser together with all interest payable, in default of which the Vendor shall be additionally liable to reimburse the Purchaser all costs and expenses (including the fees of the solicitors acting for the Purchaser on a solicitor and client basis) incurred by the Purchaser in connection with any action to enforce the same.

4(5) In the event that the Purchaser obtains the Loan to complete the sale and purchase herein the Vendor shall within FOURTEEN (14) DAYS of a request by the Purchaser’s Financiers’ solicitors, provide an undertaking in favour of the Purchaser’s Financiers (to refund the Loan released by the Purchaser’s Financiers in the event the transfer in favour of

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the Purchaser and/or the charge in favour of the Purchaser’s Financiers cannot be registered for any reason whatsoever) as well as any other document which may be required to expedite or enable the release of the Loan to the Vendor or for the Vendor’ benefit.

4(6) The Balance Purchase Price held by the Vendor’s Solicitors as stakeholders as aforesaid shall be dealt with by the Vendor’s Solicitors in the following manner:-

(a) to redeem the said Property and to obtain a duly executed, registrable and stamped Discharge of Charge, the relevant duplicate charge, the original issue document of title and any other relevant documents to enable the Discharge of charge to be duly registered;

(b) to pay any outstanding outgoings or charges payable in relation to the said Property including but not limited to any arrears of quit rent, assessment and sewerage charges;

(c) to release to the Vendor the balance thereof, if any, upon the expiry of SEVEN (7) days from the date of presentation for registration by the Purchaser’s Solicitors or the Purchaser’s Financiers’ solicitors (as the case may be) of the said Memorandum of Transfer (as hereinafter defined) and/or the charge in favour of the Purchaser’s Financiers at the relevant land office/registry subject to the Vendor’s Solicitors having received the whole of the Balance Purchase Price.

4(7) In the event that the Balance Purchase Price is insufficient to redeem the said Property from the Vendor’ Financiers as aforesaid, the Vendor shall within SEVEN (7) DAYS of a request by the Vendor’s Solicitors deposit with the Purchaser’s Solicitors such shortfall between the Balance Purchase Price and the redemption sum payable as aforesaid (hereinafter called “the Redemption Shortfall”) and it is hereby agreed that such delay occasioned in the redemption of the said Property beyond the said FOURTEEN (14) DAYS shall be credited to the time permitted by the Purchaser to pay the Balance Purchase Price without interest.

5. EXECUTION AND ADJUDICATION OF TRANSFER

5(1) Simultaneously with the execution of this Agreement the Vendors shall execute and deposit with the Purchaser’s Solicitors a valid and registrable (save for the default of the Purchasers) Memorandum of Transfer in respect of the said Property free from all encumbrances in favour of the Purchasers (hereinafter called “the said Memorandum of Transfer”) and a clear copy of the issue document of title for the said Property.

5(2) The parties hereto shall forthwith without delay take all steps and execute all documents as may be necessary to enable the transfer of the said Property to be adjudicated by the relevant authority for the purpose of determining the proper stamp duty payable on the conveyance of the said Property and the Purchaser’s Solicitors are hereby authorized by the parties hereto to submit such documents (including the said Memorandum of Transfer) for adjudication.

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5(3) Subject to the payment of the Balance Purchase Price to the Vendor’s Solicitors as stakeholders or the Purchaser’s Solicitors’ receipt of the Undertaking and the Differential Sum (if any), the Purchaser’s Solicitors are authorized to present the said Memorandum of Transfer for registration or to deliver the same together with all other necessary documents to effect the registration of the said Memorandum of Transfer and the charge in favour of the Purchasers’ Financier to the Purchaser’s Financiers’ solicitors pending the full release of the Loan granted to the Purchaser.

6. DELIVERY OF DOCUMENTS

6(1) The Vendor shall as and when requested by the Purchaser’s Solicitors, deliver to them the following documents:-

(a) the original issue document of title of the said Property together with the relevant duplicate charge, the Discharge of charge and any other document necessary to render the said Property free from encumbrances save for those attributed to the Purchaser or the Purchaser’s agents (if the Vendors have redeemed the said Property in the interim) subject to the Balance Purchase Price having been paid to the Vendor’s Solicitors as stakeholders or the receipt by the Purchasers’ Solicitors of the Undertaking and the Differential Sum (if any);

(b) a copy of the Vendor’s identity cards;

(c) a copy of the current quit rent and assessment receipts in respect of the said Property;

(d) a copy of the Certificate of Fitness for Occupation of the said Property;

(e) such other documents as the Purchaser or the Purchaser’s Solicitors may require as reasonably necessary to ensure that the said Property can be transferred to and registered in the name of the Purchasers free from encumbrances; and

(f) the relevant authority’s approval and renovation plans for all renovation works done to or on the said Property together with requisite certificate of fitness for occupation.

7. ENTRY OF PRIVATE CAVEAT

7(1) The Purchaser shall on the execution of this Agreement be entitled to lodge at its own cost and expense a Private Caveat on the Register Document of Title of the said Property to protect the Purchaser’s interest in the said Property created by this Agreement provided that the Purchaser shall at the Purchaser’s own cost and expense forthwith remove or caused to

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be removed the aforesaid Private Caveat upon termination of this Agreement and for this purpose the Purchaser shall simultaneously with the execution thereof execute and deliver to the Purchaser’s Solicitors the valid and registrable Withdrawal of Private Caveat as stakeholders together with the registration fees and the Purchaser’s Solicitors are hereby irrevocably authorised to forthwith present the same for registration with the relevant land office/registry, as the case may be upon the termination of this Agreement.

8. DEFAULT BY VENDOR

8(1) If through no fault or default of the Purchaser, the Vendor shall refuse or fail to transfer the said Property to the Purchaser from all encumbrances (but subject to such conditions and restrictions-in-interests in the title whether expressed or implied) in accordance with the terms of this Agreement for any reasons whatsoever the Purchaser shall have the option either:-

(a) to enforce this Agreement by specific performance and to seek damages from the Vendor, in which event the Vendor shall be liable to reimburse the Purchaser all costs and expenses (including the fees of the solicitors acting for the Purchasers on a solicitor and client basis) incurred by the Purchaser in connection with the said action, OR

(b) alternatively, to terminate this Agreement whereupon the Vendor shall refund free of interest to the Purchasers all monies received by the Vendors pursuant to this Agreement together with the payment of a sum RINGGIT MALAYSIA EIGHTY ONE THOUSAND EIGHT HUNDRED (RM81,800-00) only as agreed liquidated damages PROVIDED THAT in the event that such refund and payment is not made within SEVEN (7) DAYS of such termination of the Agreement the Vendors shall be liable to pay to the Purchasers interest at the rate of EIGHT PERCENT (8%) per annum on such sum as is to be refunded calculated on a daily basis until actual receipt thereof by the Purchasers together with all interest payable, in default of which the Vendors shall be additionally liable to reimburse the Purchasers all costs and expenses (including the fees of the solicitors acting for the Purchasers on a solicitor and client basis) incurred by the Purchasers in connection with any action to enforce the same.

9. PASSING OF RISK

9(1) All risks concerning or affecting the said Property shall be borne by the Vendor until the Purchaser receive delivery of vacant possession of the said Property and the Purchaser shall be entitled to rescind this Agreement and demand a full refund of all purchase monies paid under this Agreement in the event that the said Property is substantially destroyed prior thereto.

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10. DELIVERY OF VACANT POSSESSION

10(1) The Vendor shall deliver vacant possession of the said Property to the Purchaser on Completion Date in the same state and condition as when the Purchaser first inspected the said Property prior to the execution of this Agreement (fair wear and tear excepted).

10(2) In the event that the Vendor fail to deliver vacant possession of the said Property to the Purchaser on the Completion Date as aforesaid, then the Vendor shall pay to the Purchaser interest on the late delivery of the vacant possession of the said Property at the rate of EIGHT PERCENT (8%) per annum calculated on the Purchase Price from the Completion Date until the date of actual delivery of the said Property to the Purchaser.

11. REAL PROPERTY GAINS TAX

11(1) Pursuant to the Real Property Gains Tax (Exemption) (No. 2) Order 2007 which abolishes of the requirement for the notification to the Director-General of Inland Revenue of any acquisition and disposal of any property, the Vendor and the Purchaser are hereby not required to file any CKHT forms to the Director-General of Inland Revenue in relation to the sale and purchase of this Property and the Vendor’s Solicitors are hereby authorized to release the Balance Purchase Price to the Vendor pursuant to the terms of this Agreement without the need to retain any sums for any real property gains tax purposes.

12. TRANSFER NOT REGISTRABLE

12(1) If after the Completion of this Agreement, the Memorandum of Transfer of the said Property is not registered in favour of the Purchaser free from all encumbrances (but subject to such conditions and restrictions-in-interests in the title whether expressed or implied) by reason of any charge, lien, caveat, prohibitory order or other encumbrances, it shall be the duty of the Vendors to remove or cause to be removed forthwith at the Vendor’s own costs and expense such charge, lien, caveat, prohibitory order, other encumbrances (save for those attributable to the Purchaser or the Purchaser’s agents) in order to enable the Purchaser to be registered as proprietors free from all encumbrances as herein before provided without prejudice to the right of the Purchaser to take steps or actions to remove/discharge such charge, lien, caveat, prohibitory order, or other encumbrances and/or to seek the remedy of specific performance.

12(2) In the alternative, but PROVIDED ALWAYS that such encumbrances have not been caused directly or indirectly by the Purchaser or by the Vendor, the Purchaser shall be entitled at the Purchaser’s option to terminate this Agreement, demand the Vendor to refund forthwith free of interest all monies paid by or on behalf of the Purchaser PROVIDED THAT in the event that such refund and payment is not made within SEVEN (7) DAYS of such

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termination of the Agreement the Vendor shall be liable to pay to the Purchaser interest at the rate of EIGHT PERCENT (8%) per annum on such sum as is to be refunded calculated on a daily basis until actual receipt thereof by the Purchaser together with all interest payable, in default of which the Vendor shall be additionally liable to reimburse the Purchaser all costs and expenses (including the fees of the solicitors acting for the Purchaser on a solicitor and client basis) incurred by the Purchaser in connection with any action to enforce the same.

13. GOVERNMENT ACQUISITION

13(1) The Vendor hereby warrants and undertakes to the Purchaser that as at the date of this Agreement the Vendor has no knowledge nor any reason to believe that the said Property or any part thereof has been acquired or is subject to acquisition or intended acquisition by any governmental statutory urban municipal or other authority or that any advertisement in the Government Gazette of such intention has been published pursuant to the Land Acquisition Act. In the event that the Vendor shall be served with any such notice of acquisition or intended acquisition at any time after the execution of this Agreement and prior to the registration of the transfer of the said Property to the Purchaser, the Vendor shall forthwith notify the Purchaser of any such notice of acquisition or intended acquisition and it is hereby agreed that the Purchaser shall be entitled at the Purchaser’s absolute discretion by notice in writing to the Vendor either:-

(a) to continue with the sale and purchase herein without any reduction and adjustment in the Purchase Price in which event the Vendor shall notify the authority of the sale of the said Property to the Purchaser and, upon receiving the Balance Purchase Price, give notice of assignment of all the Vendor’s rights and interests in the said Property in favour of the Purchaser and grant to the Purchaser a Power of Attorney empowering the Purchaser to negotiate and deal with the authority in respect of the said Property in any manner the Purchaser deems fit; OR

(b) to terminate this Agreement and demand a refund forthwith of all monies received by the Vendor or for the Vendor’s benefit pursuant to this Agreement, whereupon the Vendor shall make such refund free of interest and thereafter this Agreement shall be treated as terminated and neither party shall make any further claims against the other PROVIDED THAT in the event that such refund is not made within SEVEN (7) days of the demand the Vendor shall be liable to pay to the Purchaser interest at the rate of EIGHT PERCENT (8%) per annum on such sum as is to be refunded calculated on a daily basis until actual receipt thereof by the Purchaser together with all interest payable and the Vendor shall be additionally liable to reimburse the Purchaser all costs and expenses (including the fees of the solicitors acting for the Purchaser on a solicitor and client basis) incurred by the Purchaser in connection with any action to enforce the same.

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14. QUIT RENT, ASSESSMENT, RATES, TAXES AND OTHER OUTGOINGS

14(1) All quit rent, rates, assessments and other outgoings payable in respect of the said Property shall be payable by the Vendor up to the Completion Date and the Vendor shall indemnify the Purchaser against any loss or penalty which may be imposed by the relevant authority in respect of any late or non-payment thereof for the period prior thereto.

15. RENOVATIONS

15(1) In the event that any renovation works have been done to or on the Property, the Vendor warrants that all renovation works done to and on the said Property have been properly and duly approved by the relevant authorities and are not in breach of any legislation or subsidiary legislation including any enactments, Acts of Parliament, statutes, regulations, by laws or orders and the Vendor hereby undertakes with the Purchaser to make good any claims, demands, penalty, damage, cost, expenses proceedings or other actions which may be made or instituted against the Purchaser by any relevant authorities or incurred by the Purchaser as a result of any action to comply with any directions of any relevant authorities in relation to such renovation works.

16. WARRANTIES

16(1) The Vendors hereby jointly and severally represent and warrant to the Purchaser that:-

(a) the recitals herein are true and accurate;

(b) the Vendors are entitled to sell the said Property;

(c) the certificate of fitness for occupation for the said Property has been duly issued;

(d) the said Property is free from all liens, caveats, charges and encumbrances whatsoever save for those expressly disclosed herein;

(e) to the best of the Vendor’s knowledge there are no outstanding notices in respect of the said Property served upon the Vendors;

(f) all quit rents, rates, assessments, electricity, water charges and other lawful outgoings due to the relevant authorities in respect of the said Property has been fully settled or will be settled before the Completion Date; and

(g) to the best of the Vendor’s knowledge all conditions affecting the said Property whether express or implied under any Act, Ordinance, Enactment, Order, Rules,

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Regulations, By-Laws and directives have been duly complied with and the Vendors shall ensure that there shall not at any time hereafter done or omitted to be done any act, matter or thing in or in respect of the said Property which may render the said Property or any part thereof liable to forfeiture or attachment.

16(2) The Vendors agree and acknowledge that the Purchaser are entering into this Agreement in reliance upon the declarations, representations, warranties and covenants set forth in Clause 16(1) herein and the Purchaser may treat the same as conditions of this Agreement and none of the said declarations, representations, warranties and covenants shall be deemed in any way modified or discharged by the completion of the sale and purchase of the said Property.

16(3) The Vendors will at all times indemnify and keep the Purchaser, the Purchaser’s heirs, personal representatives, successors-in-title and assigns indemnified against all actions, proceedings, damages, penalties, costs, claims and demands by reason of or on account of any breach or misrepresentations or non-fulfillment of the declarations, representations, warranties and covenants set forth in Clause 16(1) herein or any of them and the Purchaser may at the Purchaser’s option, in any event of such breach, misrepresentation or non-fulfillment, by notice in writing to the Vendors to terminate this Agreement whereby the Vendors shall refund free of interest to the Purchaser all monies received by the Vendors pursuant to this Agreement PROVIDED THAT in the event that such refund and payment is not made within SEVEN (7) DAYS of such termination of the Agreement the Vendors shall be liable to pay to the Purchaser interest at the rate of EIGHT PERCENT (8%) per annum on such sum as is to be refunded calculated on a daily basis until actual receipt thereof by the Purchaser together with all interest payable, in default of which the Vendors shall be additionally liable to reimburse the Purchaser all costs and expenses (including the fees of the solicitors acting for the Purchaser on a solicitor and client basis) incurred by the Purchaser in connection with any action to enforce the same.

17. SPECIFIC PERFORMANCE

17(1) The Purchaser shall be entitled to specific performance of this agreement.

18. COSTS

18(1) The Purchaser shall pay all stamp duties, registration fees or other fees or charges payable on or incidental to the execution, completion and registration as the case may be, of this agreement and the conveyance herein including all stamp duties, registration fees and their solicitors’ fees but the Vendor shall bear and pay all costs and expenses in connection with the consent to transfer the said Property and the removal of all encumbrances. Each party shall bear its own solicitors’ costs.

19. NOTICE

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19(1) Any notice, request or demand required to be served by either party hereto on the other under the provisions of this Agreement shall be in writing and shall be deemed to be sufficiently served or made as follows:-

(a) if sent by telefax, when it ought in the ordinary course to have been received by the party to whom it is intended PROVIDED that the same shall have thereafter been sent by post;

(b) if sent by post, FOUR (4) days after it is posted; and

(c) if delivered by hand to the party to be served or his solicitors, upon delivery of the same.

19(2) Any notice, request or demand if the same is to be posted or delivered, shall be addressed to the party to be served at the parties’ address herein before mentioned or to its solicitors unless such party shall have previously notified the other party in writing of any other address to which notices, requests and demands are to be sent in which case the same shall be sent to that address.

20. BINDING AGREEMENT

20(1) This agreement shall be binding upon the respective heirs, personal representatives and assigns of the parties hereto.

21. TIME TO BE THE ESSENCE

21(1) Time whenever mentioned shall be deemed to be and treated as of the essence of this Agreement.

22. KNOWLEDGE AND ACQUIESCENCE

22(1) Knowledge or acquiescence by either party hereto of any breach of any terms, conditions, warranty, undertaking or covenants herein contained shall not operate as or be deemed to be a waiver of such terms, conditions, warranty, undertaking or covenants or any of them and each party shall notwithstanding such knowledge or acquiescence be entitled to exercise their respective rights under this Agreement and to require strict compliance and performance by the other party of such terms, conditions, warranty, undertaking or covenants.

23. SEVERABILITY

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23(1) Any term, condition, stipulation, provision, covenant, warranty or undertaking in this Agreement which is illegal, void, prohibited or unenforceble shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void, or unenforceble any other term, condition, stipulation, provision, covenant, warranty or undertaking in this Agreement.

24. SURVIVAL OF UNDERTAKINGS AND COVENANTS

24(1) Each and every of the agreements, covenants, warranties and undertakings of any party contained in this Agreement shall survive the completion and lawful termination of this Agreement until such time as the same is/are fully performed and discharged.

25. HEADINGS

25(1) The headings of the Clauses herein contained are inserted for convenience and ease of reference only and shall be disregarded in the interpretation and construction of any of the provisions herein contained.

26. DEFINITIONS AND INTERPRETATIONS

26(1) Unless expressly provided otherwise or something in the subject or context shall render such construction inconsistent, in this agreement:-

(a) words in the singular shall include the plural and vice versa;

(b) words importing the masculine gender shall include the feminine and neuter genders and vice versa;

(c) a period of days from the happening of an event or the doing of any act or thing shall be deemed to be exclusive of the day on which the event occurs or the act or thing is done and if the last day of such period is a weekly holiday or a public holiday (hereinafter referred to as “the excluded day”) the period shall include the day next following which is not an excluded day;

(d) references to Clauses are to be construed as references to Clauses in this Agreement;

(e) the term herein is to be construed as in this Agreement;

(f) references to the provisions of or any legislation includes a reference to any statutory modification, replacement or re-enactment thereof.

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

SIGNED by the Vendor )in the presence of:- ) …………………………………..

JASON DANIEL CAMPOS

SIGNED by the Purchaser )in the presence of:- ) ………………………….

RAFIAH BINTI KASSIM

z/Godfrey/cp/clients/1.07.cp.002.rafiah/draftS&P)

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