BUSINESS ACQUISITION AGREEMENT

“BUBBLEGURT”

This agreement (“Agreement) is made this 23rd day of September 2013, by and between
Andrew ******* (full name and IC No.) and James ******* (full name and IC No.),
hereinafter known as “the Seller,” and Bubblegurt (Malaysia) Sdn. Bhd., hereinafter
known as “the Purchaser,” for the purchase of BubbleGurt, hereinafter known as the
“business,” and all related assets.

The Seller(s) and Purchaser confirm(s) that he/they have the capacity and authority to enter into
this Agreement.

Purchaser and Seller both agree to the following provisions as conditions for the sale of
the Business:

1. Purchase Description—Assets and Liabilities

Buyer is purchasing the following assets from Seller:

All assets currently belonging to the business know as BubbleGurt including, but not
limited to, physical stock, trademarks, intellectual property, franchise agreements,
computer equipment, computer software, delivery van, marketing and sales material,
fixed assets and all assets and equipment currently belonging to the Business and which
is essential for the smooth running of the enterprise.

The Franchise Agreements being purchased and to be assigned are as follows;

FRANCHISE LOCATION
New Town Jawi
Sunway Carnival Mall Carnival Mall
Once Precinct Bayan Baru
Parit Buntar Parit Buntar
Hotel Kelisa Bagan Serai
Amanjaya Mall SP
Mergong Alor Setar
C Mart Mall Arau
Bukit Mertajam BubbleGurt Owned
Central Square Mall BubbleGurt Owned

This Agreement is contingent on the agreement of every Franchisee to the

assignment of their Franchise Agreement to the Purchaser.

The minimum value of the physical stock to be purchased is;

Page 1 of 4
 ASSET AMOUNT
Stock/Product RM150,000
Vehicle ??
Office Equipment/Software ??

The value of the Stock to be transferred shall be determined on the date of the signing of
this Agreement. Should the valuation of the Stock be higher or lower than that agreed, an
adjustment shall be made at time of final conclusion of this Agreement.

2. Purchase Price

The consideration shall be RM 380 000 (Three Hundred Thousand Malaysian Ringgit), to
include the Assets listed in Section 1. The total purchase price of the Business is will be
paid in the following manner:

RM 250 000 immediately, with the balance being payable upon successful transfer of all
assets to the Purchaser and introduction to all suppliers, franchisees, transfer of
ownership of vehicle, Rental Agreements for Company Head Office/Warehouse and
Company Owned Franchise Sites, and completion of training of Purchaser's staff and/or
Directors.

3. Competition

The Seller agrees that for a period of 5 years (Five Years) he/she/they or any assignees
thereof will not engage in any activities related, directly or indirectly, to the Business,
and will not attempt to solicit business or services from any customers, clients,
franchisees, etc. who originally were such during the Seller’s ownership of the Business.

This non-competition clause applies to the territory of Malaysia (Peninsula Malaysia and
Malaysian Borneo) and all neighbouring Countries.

4. Undertakings of Seller in Handover of Business

The Seller agrees to cause the following to happen;

4.1 To continue to manage the Business during a take-over period of no more

than 6 (six) months, during which time all systems and procedures adopted by
the Business in its own and Franchisees' management shall be fully explained
and demonstrated to the Purchaser and/or its appointed staff.

Page 1 of 4
 4.2 To assign all Franchise Agrements entered into by the Seller to the Purchaser
upon the same terms and conditions as at present.

4.3 To assign the Head Office/Warehouse Tenancy Agreement to the Purchaser.

4.4 To assign all Company-owned Franchise store Tenancy Agreements to the

Purchaser.

4.5 To ensure that all Rental Payments due by the Seller on any Tenancy
Agreement entered into by it are current at the date of signature of this
Agreement.

4.6 To warrant that the Business is free from all debt and contingent liabilities
and claims, unless these are agreed by both parties and reduced to writing.

4.7 To ensure that all members of staff currently in the employ of the Business are
made aware of their duties and responsibilities with respect to the take-over
period mentioned in 4.1, above. All employees wishing to continue in
employment with the Business following the completion of this Agreement
will be required to agree to enter into new Employment Contracts with the
Purchaser.

5. Costs and expenses of Purchaser and Seller

The Seller will be responsible for its own expenses in the examination and/or re-drafting
of this Agreement.

The Purchaser will be responsible for its own expenses in the preparation and
examination of this Agreement in addition to the re-drafting of any necessary Assigments
of current Franchise Agreements.

The Purchaser will be responsible for the transport of the two Directors of the Seller, and
direct incidental expenses incurred, to facilitate the introduction of the Purchaser and/or
its appointed member(s) of staff to the suppliers in Taiwan to the Business. One return
air passage from Kuala Lumpur to Taipei will be provided.

6. Announcements and Confidentiality

Each party undertakes to keep this Agreement and its Terms and Conditions strictly
confidential and secret and to only do so with the express, written, permission of the
other party.

This undertaking may only be relaxed when communication of the Agreement is

necessary by statutory law, the requirement of any statutory authority or demanded by a
competent authority, regulatory body or Court of Law in Malaysia or Singapore.

Page 1 of 4
7. Indemnity

If either party is found to be in breach of this Agreement, the offending party will
indemnify the offended party for any legal fees incurred as a result of the breach. Loss of
Income suffered as a result of any such breach will be repaid by the offending party.

8. Severability

Should any provision in this Agreement be deemed in some way invalid, the remaining
provisions shall remain intact and enforceable by law.

9. Jurisdiction

This Agreement shall be governed by the laws and regulations of the state of Malaysia.

10. Arbitration and Dispute Resolution

This Agreement shall be subject to the non-exclusive jurisdiction of the Malaysian

Courts.

11. Other - Appendices

Both parties agree to the provisions listed above, as well as any applicable schedules or
attachments included with this Agreement.

Signed this {date} of {month}, {year}.

________________________________ ________________________________
Seller (Name) Seller (Name)

________________________________ ________________________________
Seller (Signature) Seller (Signature)

________________________________ ________________________________
Seller Signature Buyer Signature

_______________________________ ________________________________
Witness (Name) Witness (Name)

_______________________________ ________________________________
Witness (Signature) Witness (Signature)

Page 1 of 4