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ASSET PURCHASE AGREEMENT

[40.36]

THIS ASSET PURCHASE AGREEMENT is made on the ______ day of ______ 20______

BETWEEN

(1) (Name) Sdn Bhd (Company No: ______), a company incorporated in Malaysia and having its
registered office at (address) (hereinafter referred to as ‘the Customer’) of the one part;

AND

(2) (Name) Bank (Malaysia) Berhad (Company No: ______), a company incorporated in Malaysia under
the Companies Act 19651 and having its registered office at (address) (hereinafter referred to as ‘the
Bank’) of the other part.

RECITALS

(A) Customer’s Objects

The Customer has among its objects the carrying on of business of building contractors.

(B) The Asset

The Customer is the registered and beneficial owner of a piece of property known as (state details of
property) (hereinafter referred to as ‘the Asset’). The Asset is currently free from all incumbrances,
charges, liens and/or restraints whatsoever.

(C) Facility

The Customer has applied to the Bank for a facility in the maximum sum of Ringgit Malaysia (state in
words) (RM______) only (hereinafter referred to as ‘the Facility’) to meet its working capital
requirements and such other purposes as the Bank may approve and the Bank has agreed to make
available the Facility to the Customer in accordance with the Shariah principle of al-Bai Bithaman Ajil.2

(D) Agreement to Sell the Asset

In accordance with the Bank’s procedures under the Shariah principle of al-Bai Bithaman Ajil, the
Customer has agreed to sell to the Bank and the Bank has agreed to purchase from the Customer the
Asset upon the terms and subject to the conditions hereinafter contained for the purpose of the Bank
immediately thereafter selling the Asset to the Customer upon deferred payment terms.

NOW IT IS HEREBY AGREED as follows:

ARTICLE I

1 DEFINITIONS

1.1 In this Agreement unless the context otherwise requires:

‘Asset’ means a piece of property known as (state details of property)

and which is free from all incumbrances, charges, liens and/or
restraints whatsoever;

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‘Asset Sale Agreement’ means the asset sale agreement to be entered into on even date
between the Bank of the one part and the Customer of the other
part in respect of the Asset;

‘Bank’ means (Name) Bank (Malaysia) Berhad (Company No:

______), a company incorporated in Malaysia under the
Companies Act 1965 and having its registered office at
(address) and includes persons deriving title thereunder and its
successors in title and assigns;

‘Business Day’ means a day (excluding Saturday, Sunday and public holidays)
on which the Bank is open for business in [Kuala Lumpur] for
transaction of business of the nature required by this
Agreement;

‘Charge’ means the charge registered under the National Land Code 3
over the Land to be executed by the Chargor in favour of the
Bank pursuant to the Asset Sale Agreement;

‘Chargor’ means (Name) Sdn Bhd (Company No: ______), a company

incorporated in Malaysia and having its registered office at
(address) and includes persons deriving title thereunder and its
successors in title;

‘Customer’ means (Name) Sdn Bhd (Company No: ______), a company

incorporated in Malaysia and having its registered office at
(address) and includes persons deriving title thereunder and its
successors in title;

‘Land’ means a piece of land known as (state details of land) and

registered in the name of the Chargor;

‘Letter of Offer’ means the Bank’s letter of offer dated the ______ day of
______ 20______ and includes all amendments, variations
and/or supplements thereto;

‘Month’ means a Gregorian calendar month;

‘National Land Code’ means the National Land Code and includes any statutory
amendment thereto or re-enactment thereof;

‘Purchase Price’ means Ringgit Malaysia (state in words) (RM______) being

the price at which the Customer sells to the Bank and the Bank
purchases from the Customer the Asset pursuant to Clause 2
below (‘the Purchase Price’ and ‘the Facility’ as used herein are
references to the same amount) which sum shall be paid by the
Bank by way of the Facility to be drawndown by the Customer
upon the terms and conditions herein contained;

‘Ringgit Malaysia’ or ‘RM’ means the lawful currency of Malaysia and relates to all
payments to be made under this Agreement;

‘Security Documents’ means collectively the following:

(a) this Agreement;

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 (b) the Asset Sale Agreement;

(c) the Charge; and

(d) all other documents whatsoever as may be executed

under this Agreement or the other agreements referred
to above,

and the same as amended or varied from time to time; and

‘Solicitors’ means Messrs (Name of firm) at (address).

1.2 Words importing the masculine gender include the feminine and neuter genders and vice
versa.

1.3 Words importing the singular number include the plural number and vice versa.

1.4 No rule of construction shall apply to the disadvantage of a party because that party was
responsible for the preparation of this Agreement or any part of it.

1.5 References to the Customer, the Bank and any other party defined herein include their
respective successors in title, personal representatives and any person deriving title from them.

1.6 References to articles, clauses and sub-clauses are to be construed as references to Articles,
Clauses and Sub-clauses of this Agreement.

1.7 References to this Agreement and any other agreement or document related hereto are
references to the same as from time to time varied or novated in any manner or respect
whatsoever.

ARTICLE II

2 AGREEMENT TO SELL AND PASSING OF INTEREST

2.1 In consideration of the Bank agreeing to make available to the Customer the Facility, the
Customer hereby irrevocably and unconditionally sells to the Bank and the Bank hereby
purchases from the Customer the Asset free from all incumbrances, charges, liens and/or
restraints whatsoever at the Purchase Price upon the terms and subject to the conditions herein
contained.

2.2 Beneficial ownership of the Asset shall pass to the Bank upon the execution of this
Agreement.

ARTICLE III

3 CONDITIONS PRECEDENT FOR RELEASE OR DRAWDOWN OF FACILITY

3.1 Conditions Precedent for Utilisation of Facility

Notwithstanding any other provision herein contained, the Facility or any part thereof shall be
available for utilisation by the Customer only upon the fulfilment to the satisfaction of the
Bank of the following conditions precedent:

(a) (i) the Customer shall have duly accepted the Letter of Offer and the Solicitors
shall have confirmed that this Agreement, the other Security Documents and
all other documents under this Agreement as may be required by the Bank to
be executed have been duly executed by the parties thereto, stamped and

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 presented or lodged for registration with such registries as the Bank may
deem necessary, and that the Charge in favour of the Bank has been
presented for registration at the relevant land registry or office;

(ii) the Solicitors shall have certified that a search on the Land at the relevant
land registry or office shows that the Land is free from incumbrances,
charges, liens, caveats and/or restraints whatsoever and is free from
restriction in interest;

(iii) the Solicitors shall have confirmed that searches have been conducted on the
Customer and the Chargor at the Registry of Companies and the Office of the
Director General of Insolvency and the Bank shall be satisfied with the
results thereof;

(b) (i) the Customer shall have submitted to the Bank a copy, certified by a Director
or the Secretary of the Customer as being a true copy of a resolution of the
Board of Directors of the Customer, approving the acceptance of the Facility
and authorising a person or persons to accept on its behalf the Letter of Offer
and all other amendments, variations and additions thereto, and authorising
the execution of this Agreement, the other Security Documents and the
documents related hereto under the Common Seal of the Customer, and
further authorising a person or persons to execute all notices and documents
in respect of the operation and drawdown of the Facility;

(ii) the Chargor shall have submitted to the Bank a copy, certified by a Director
or the Secretary of the Chargor as being a true copy of a resolution of the
Board of Directors of the Chargor authorising the execution of the Charge
under the Common Seal of the Chargor;

(c) the Customer shall have submitted a certificate to the Bank to the effect that all
representations and warranties in Clause 4.1 below have been complied with in all
respects, which certificate shall be in the form set out in Schedule 1;

(d) the Bank shall have received copies, certified by a Director or the Secretary of the
Customer and the Chargor respectively to be true copies, of the
Customer’s/Chargor’s Forms 24, 44 and 494 and the Memorandum and Articles of
Association and there shall have been obtained or provisions satisfactory to the Bank
shall have been made for obtaining all governmental, corporate, creditors’,
shareholders’ and/or other necessary licences, approvals, authorisations and consents
for the Facility and the carrying on of the Customer’s/ Chargor’s business;

(e) the Bank shall have received a certificate from the Customer and the Chargor to the
effect that as from the date when the Customer first applied for the Facility there has
or have been no material adverse change or changes in the constitution, conditions,
business or other affairs of the Customer and the Chargor respectively which could
or might adversely affect the decision of the Bank to make available the Facility to
the Customer, which certificate shall be in the form set out in Schedule 2;

(f) the Bank shall have received a certificate signed by a Director or the Secretary of the
Customer, certifying the names and specimen signatures of such persons who are
authorised to sign notices of drawdown of the Facility and all other notices,
statements and other documents required in connection with this Agreement and the
documents related hereto;

(g) the Customer and the Chargor shall have furnished or caused to have been furnished
to the Bank the relevant documents evidencing their title to and/or interest in the
Asset and the Land respectively, including but not limited to the original issue

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 documents of title in respect thereof and copies of all relevant (if applicable)
approvals, licences and approved building and lay out plans;

(h) the Bank shall be satisfied that the Facility when released or drawndown will not
constitute a breach by the Customer of any limit imposed by its Memorandum and
Articles of Association on its powers and that the Customer is empowered under its
Memorandum and Articles of Association to undertake its business;

(i) the Customer and/or the Chargor shall have furnished to the Bank copies of the quit
rent receipts and assessment receipts (if any) for the current year in respect of the
Land;

(j) no Event of Default shall have occurred; and

(k) such other conditions as may be imposed by the Bank at its absolute discretion.

The Customer hereby unconditionally agrees that upon the payment or release of the Purchase
Price or any part thereof to the Customer, the Bank shall be deemed to have paid to the
Customer the Purchase Price.

3.2 Conditions Precedent for Drawdown of Facility

(a) The Facility or any part thereof may be drawndown, subject to the availability of
funds, only upon the fulfilment to the satisfaction of the Bank of the following
conditions precedent:

(i) the Customer shall have given the Bank at least [two (2)] Business Days’
prior written notice (excluding the day of service of the notice) of its
intention to drawdown the Facility or any part thereof, such drawdown to
be on a Business Day, and such notice shall be in the form set out in
Schedule 3 and the said notice shall be served on the Bank not later than
12.00 noon on the day in question; and

(ii) such other conditions as the Bank may in its absolute discretion impose.

(b) Pending the fulfilment in manner satisfactory to the Bank of the conditions
hereinbefore stipulated, the Bank may at its absolute discretion terminate the Facility
or any part or parts thereof,

PROVIDED ALWAYS that notwithstanding the non-fulfilment of any one or more

of the conditions precedent set out hereinabove, the Bank may without prejudice to
all its powers, privileges or remedies contained herein at its absolute discretion and
upon such terms and subject to such conditions as the Bank may deem fit to impose,
release or permit drawdown of the Facility or any part or parts thereof.

3.3 Performance of Covenants

The obligation of the Bank to release or to permit drawdown of the Facility shall also be
subject to the following conditions:

(a) the Bank is satisfied that any release or drawdown of the Facility shall, at the time of
request therefore, be needed by the Customer ultimately for the purpose specified in
Recital C hereof;

(b) no extraordinary circumstances or change of law or other governmental action shall

have occurred which shall make it improbable that the Customer will be able to

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 observe and perform the covenants and obligations on its part to be performed under
this Agreement, the other Security Documents and the documents related hereto;

(c) the representations and warranties contained in Clause 4.1 below being true and
correct in all respects as if made on the date on which the release or the drawdown of
the Facility is to be made; and

(d) there shall not have occurred any default in the performance by the Customer of any
covenants, terms or agreements contained in this Agreement, the other Security
Documents or any other document required by the Bank to be executed,

and the Customer shall have delivered to the Bank certificates to the foregoing effect and
expressed to be effective as at the date of the release or drawdown, together with such
evidence as to the proposed utilisation of the proceeds of the release or drawdown and the
utilisation of the proceeds of any prior release or drawdown as the Bank shall at its absolute
discretion require.

3.4 Waiver of Conditions

It is hereby expressly acknowledged and declared that the conditions hereinbefore contained
are inserted for the sole benefit of the Bank and may therefore be waived wholly or in part by
the Bank at the absolute discretion of the Bank without prejudicing the rights of the Bank
under any document whatsoever and such waiver shall not prejudice the rights of the Bank
from insisting on the Customer’s compliance with any such waived condition at any
subsequent time.

ARTICLE IV

4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties

The Customer represents and warrants to and for the benefit of the Bank that:

(a) the Customer is duly incorporated and validly existing under the laws of Malaysia
and has full power and authority to own assets and properties and carry on its
business as they are now being carried out;

(b) the execution and the performance of this Agreement, the other Security Documents
and the other documents required by the Bank to be executed are within the powers
of the Customer and have been duly authorised by all necessary actions and do not
contravene any applicable law, regulation, decree, order, permit or any contractual or
other restriction binding upon the Customer or any of the properties and assets of the
Customer which affect the ability of the Customer to meet its obligations under this
Agreement, the other Security Documents and the documents related hereto;

(c) the Customer has obtained all the necessary governmental, corporate, creditors’,
shareholders’ or other authorities’ licences, approvals, authorisations and consents
for the financing by the Bank hereunder, the carrying on of the business of the
Customer and the due execution and delivery of this Agreement, the other Security
Documents and the other documents required by the Bank to be executed;

(d) save and except as disclosed to the Bank in writing, there is no litigation, arbitration
or administrative proceedings of or before any court, arbiter, governmental authority
or agency pending or to the knowledge of the Customer threatened against the
Customer or the properties and assets of the Customer, which may in the opinion of
the Bank have a material adverse effect on the business or assets and properties or

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 condition of the Customer or which would enjoin or restrain the execution or
performance of this Agreement, the other Security Documents and the other
documents required by the Bank to be executed;

(e) all financial statements, information and other data furnished by the Customer to the
Bank are complete and correct, have been prepared in accordance with generally
applied accounting principles and practices consistently applied and accurately and
fairly represent the financial condition and results of operations of the Customer as at
the date or dates to which they were made up; and since such date or dates there has
been no change in the Customer’s financial condition or results of operations
sufficient to impair the Customer’s ability to comply with its obligations under this
Agreement, the other Security Documents and the other documents required by the
Bank to be executed;

(f) the Customer has no contingent obligations, liabilities for taxes or other financial
obligations which are material in the aggregate except as disclosed in the financial
statements, information and other data furnished by the Customer to the Bank;

(g) this Agreement, the other Security Documents and the other documents required by
the Bank to be executed shall be the legal, valid and binding obligations of the
Customer and shall be enforceable in accordance with the terms and conditions
herein and therein contained;

(h) the Customer is not in default in the payment or performance of any of its
obligations in respect of monies lent by any third party and no event of default has
occurred and is continuing;

(i) where applicable, the granting of the Facility to the Customer by the Bank will not
contravene or violate any legislation;

(j) as at the date of this Agreement, the Customer did not have any liabilities (contingent
or otherwise) which were not disclosed in the financial statements of the Customer
(or by the notes thereto) furnished to the Bank or reserved against therein, nor were
there at that date any unrealised or anticipated loss;

(k) save as disclosed in writing by the Customer to the Bank, none of the assets,
revenues, properties and rights of the Customer, including its ownership of the Asset,
is affected by any existing agreement, mortgage, charge (whether fixed or floating),
debenture, pledge, lien or any other form of incumbrance whatsoever, nor is the
Customer a party to, or any of its assets bound by any order, agreement or instrument
under which the Customer is, or in certain events may be, required to create, assume
or permit to arise any incumbrance, other than those arising in connection with and
pursuant to this Agreement, the other Security Documents and the other documents
required by the Bank to be executed;

(l) the Customer has paid, if applicable, all rents, rates, assessments, taxes, levies,
duties, charges and fees due in respect of the Asset, its other assets and the conduct
of its operations and that the Customer is the registered owner of the Asset;

(m) the Customer is not entitled to claim immunity from any suit, execution, attachment
or other legal process in Malaysia; and

(n) none of the Customer’s directors is a spouse, child or parent of a director or an

officer or employee of the Bank.

The truth and correctness of all the matters stated in the representations and warranties in the
foregoing paragraphs of this Clause 4.1 shall form the basis of the Bank’s commitment to

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 make available the Facility to the Customer. If any of such representations and/or warranties
made shall at any time hereafter be found to have been incorrect in any material respect, then
and in such event and notwithstanding anything to the contrary herein contained, the Bank
shall have the right at its absolute discretion to review, suspend, recall or terminate the Facility
or any part thereof.

4.2 Continuing Nature of Representations and Warranties

Any release or drawdown of the Facility made under the provisions of this Agreement shall be
deemed to be made on the basis of a representation and warranty by the Customer that:

(a) as from the date when the Customer first applied for the Facility, there have been no
material alterations or changes in the constitution, condition, business or other affairs
of the Customer which could or might adversely affect the ability of the Customer to
perform its obligations hereunder; and

(b) the representations and warranties contained in Clause 4.1 above are true, accurate
and correct in all respects and shall be correct and complied with in all respects as at
the date of such release or drawdown as if repeated then by reference to the then
existing circumstances.

ARTICLE V

5 MISCELLANEOUS

5.1 Indemnity

The Customer shall fully indemnify the Bank from and against any expense (including legal
costs on a solicitor and client basis), loss, damage or liability whatsoever in all respects, which
may be incurred for any action or omission or in enforcing, preserving, or in attempting to
enforce or preserve any of the rights of the Bank arising out of this Agreement, the other
Security Documents and the other documents required by the Bank to be executed.

5.2 Waiver

No relaxation, forbearance, indulgence, failure or delay on the part of the Bank in exercising,
or any omission to exercise any right, power, privilege or remedy accruing to the Bank under
this Agreement, the other Security Documents and the other documents required by the Bank
to be executed or any security in favour of the Bank upon any default on the part of the
Customer shall impair any such right, power, privilege or remedy or be construed as a waiver
thereof, or an acquiescence in any default shall affect or impair any right, power, privilege or
remedy of the Bank in respect of any other or subsequent default; nor shall any single or
partial exercise of any right or remedy prevent any further or other exercise thereof or the
exercise of any other right or remedy. The rights and remedies herein provided are cumulative
and not exclusive of any other rights or remedies provided by law.

5.3 Time

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

5.4 Recitals and Schedules

The Recitals hereof and the Schedules hereto (if applicable) shall be read and construed as
integral parts of this Agreement.

5.5 Reconstruction of the Customer, the Bank or the Chargor

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 The securities, rights, liabilities and/or obligations created by this Agreement shall continue to
be valid and binding for all purposes whatsoever, notwithstanding any change by
amalgamation, re-construction, restructuring or otherwise which may be made in the
constitution of the Bank; and similarly the liabilities and/or obligations created by this
Agreement shall continue to be valid and binding for all purposes whatsoever,
notwithstanding any change by amalgamation, re-construction, restructuring or otherwise
howsoever in the constitution of the Customer or the Chargor; and it is expressly declared that
no change of any sort whatsoever in relation to or affecting the Customer or the Chargor shall
in any way affect the security, liabilities and/or obligations created hereunder in relation to any
transaction whatsoever, whether past, present or future.

5.6 Amendments

No amendment, modification, termination or waiver of any provision of this Agreement, nor

consent to any departure by the Customer therefrom shall be effective, unless the same shall
be in writing and signed or executed by the Bank; and any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which it was given,
unless expressly stated otherwise in the written notice. No notice to or demand on the
Customer in any case shall entitle the Customer to any other or further notice or demand in
similar or other circumstances.

5.7 Document in Counterparts

This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original but all such counterparts shall together constitute
but one and the same instrument.

5.8 Successors, Indorsees and Assigns

(a) This Agreement shall be valid and binding upon and enure to the benefit of the
Customer and the Bank and their respective successors in title, indorsees and
permitted assigns.

(b) The Bank may, at any time with or without the consent or concurrence of the
Customer, be at liberty to assign or to transfer its rights and obligations hereunder.

(c) The Customer shall not assign or transfer its rights hereunder or any interest herein
without the prior written consent of the Bank and it shall in any event remain liable
for all its obligations hereunder. All undertakings, agreements, representations and
warranties given, made or entered into by the Customer herein shall survive the
making of any assignment or transfer hereunder.

(d) All costs and expenses of the Bank and of the assignee or transferee of and incidental
to such assignment or transfer shall be payable by the Customer and any statement or
recital in the deed of assignment or document of transfer of the amount then due to
the Bank under and by virtue of this Agreement shall save for manifest errors only
be conclusive and binding on the Customer.

5.9 Headings

The headings to the Articles and Clauses of this Agreement are for convenience of reference
only and do not affect the construction or interpretation thereof.

5.10 Costs and Expenses

The Customer shall bear all stamp duties, fees, costs and expenses reasonably and properly
incurred in connection with or incidental to this Agreement and the other documents required

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 by the Bank to be executed and the Bank’s solicitors’ fees (on a solicitor and client basis) in
connection with the preparation and execution of this Agreement and the other documents
required by the Bank to be executed. In the event of any action of law whatsoever in relation
to this Agreement and the other documents required by the Bank to be executed, the Customer
in addition to all sums which the Customer may be called upon to pay to the Bank, shall pay
the Bank’s solicitors’ fees (on a solicitor and client basis) and all other costs and expenses of
such demand, action or suit and all such solicitors’ fees and all other costs and expenses shall
be secured by the Charge.

5.11 Law

This Agreement shall be governed by and construed in all respects in accordance with the
laws of Malaysia and the parties hereto hereby submit to the jurisdiction of the Courts of
Malaysia in all matters connected with the obligations and liabilities of the parties under this
Agreement; and the parties hereby further agree that the service of any writ of summons or
any legal process in respect of any action arising out of or connected with this Agreement may
be effected by forwarding a copy of the writ of summons and statement of claim or other legal
process by prepaid registered post to their respective addresses.

5.12 Disclosure to Authorities

The Bank, its servants or nominees may, at any time, and the Customer hereby consents to the
same irrevocably, release information relating to the Customer in respect of the Facility to any
governmental authority or agency, including but not limited to the Central Credit Unit
established by Bank Negara Malaysia or in compliance with the laws of Malaysia and the
Customer shall be deemed to have agreed to such disclosure.

5.13 Disclosure to Subsidiaries, etc

The Customer hereby agrees that so long as any monies are due from the Customer to the
Bank, the Bank shall be entitled to disclose information on the Facility and/or the business of
the Customer with the Bank to companies or bodies which are or which in the future may be
associated with or related to the Bank.

5.14 Changes in Circumstances

Notwithstanding any other provision of this Agreement, if any change in applicable law,
regulation or regulatory requirement or in the interpretation or application thereof or in
compliance by the Bank with any applicable direction, request or requirement (whether or not
having the force of law) or any governmental or other authority shall result in imposing on the
Bank any condition, burden or obligation which renders it undesirable, in the absolute opinion
of the Bank to make available or maintain the Facility, then upon notice from the Bank, the
Facility shall be deemed to be cancelled in which event the Customer shall pay to the Bank all
monies owing by it to the Bank within [seven (7)] days from the receipt by the Customer of
such notice.

5.15 Invalidity of any Provision and Conflict

Any provision of this Agreement which is invalid, unenforceable or prohibited shall not affect
the validity or enforceability of the other provisions of this Agreement. In the event of any
conflict between the provisions of this Agreement and the provisions of the Letter of Offer,
the provisions of this Agreement shall prevail.

5.16 National Land Code and Other Applicable Laws

It is hereby declared that the transaction herein is effected for the purpose of complying with
the requirements of the Shariah principle of al-Bai Bithaman Ajil and it is not in any manner

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 whatsoever intended to contravene any of the provisions of the National Land Code and other
applicable laws, including but not limited to laws relating to restrictions on the transfer of
land.

5.17 No Payment of Interest

For the avoidance of doubt and notwithstanding any other provision to the contrary herein
contained, it is hereby agreed and declared that nothing in this Agreement shall oblige the
Bank or the Customer to pay interest on any amount due or payable under this Agreement.

ARTICLE VI

6 NOTICES AND STAMPING

6.1 Notices

(a) Any demand for payment of the monies and any notice or request required or
permitted to be given or made under the Security Documents to the Customer or the
Bank shall be in writing, and in the case of the Bank shall be under the hand of any
manager or other authorised officer of the Bank or a solicitor or firm of solicitors
purporting to act for the Bank to the addresses or facsimile numbers herein specified
or to such other address or number as the other party might have notified the party
giving the notice.

(b) Any demand, notice or request shall be deemed to have been sufficiently given or
made if sent by ordinary post addressed as aforesaid or delivered by hand to such
address or transmitted by facsimile to the facsimile number stated below, and shall in
the case of delivery by hand be deemed to have been duly served on and duly
received by the other party at the time of delivery and in the case of delivery by
ordinary post shall be deemed to have been duly served on and duly received by the
other party in the ordinary course of post, notwithstanding that such letter may be
subsequently returned unclaimed by the post office; and in the case of transmission
by facsimile be deemed to have been duly served on and duly received by the other
party at the time the facsimile transmission report is received by the sender, which
report purports to confirm that the addressee has received such facsimile.

(c) (i) In the event of a change in address or facsimile number of the Customer, the
Customer shall, as soon as practicable but at least [seven (7)] days prior to such
change, notify in writing to the Bank of the change.

(ii) Any notice or other communication to be given under or in respect of this

Agreement shall be delivered, given or sent to the addressee at the address or
facsimile number (or such other address or facsimile number as the addressee
may give notice of to the other party in accordance with the provisions of this
Clause from time to time) set out below:

For the Customer

Address:

Facsimile number:

For the Bank

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 Address:

Facsimile number:

6.2 Stamping

It is hereby agreed and declared that this Agreement, the Asset Sale Agreement and the
Charge are all instruments employed in one transaction to secure the sum of Ringgit Malaysia
(state in words) (RM______) within the meaning of section 4(3) of the Stamp Act 1949;5 and
for the purpose of the said section, the Asset Sale Agreement is deemed to be the principal or
primary instrument and the other documents the subsidiary or auxiliary instruments.

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IN WITNESS WHEREOF the Customer has hereunto set its seal and the Attorneys of the Bank have hereunto
set their hands on the day and the year first set out above.

The Common Seal of )

(Name) Sdn Bhd )
was hereunto affixed in )
accordance with its Articles of )
Association )
in the presence of: )

(Signature) (Signature)
Director Director/Secretary

SIGNED by )
(Name) )
as Attorney for and on behalf of )
(Name) Bank (Malaysia) Berhad )
in the presence of: )

(Signature)
(Name)

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 SCHEDULE 1

(On customer’s letterhead)

The ______ day of ______ 20______

(Name) Bank (Malaysia) Berhad

(Address)

Dear Sirs,

CERTIFICATE IN RESPECT OF REPRESENTATIONS AND WARRANTIES

We refer to the Asset Purchase Agreement dated the ______ day of ______ 20______ made between ourselves
of the one part and yourselves of the other part (‘the Asset Purchase Agreement’) and the Facility of RM______
(‘the Facility’) which you agreed to make available to us thereunder and we hereby unconditionally and
irrevocably confirm for your benefit that each and every representation and each and every warranty set out in
Clause 4.1 of the Asset Purchase Agreement has been complied with and/or is true in every aspect.

Expressions defined in the Asset Purchase Agreement shall have the same meanings in this certificate.

Yours faithfully,
for and on behalf of
(Name) Sdn Bhd

(Signature) (Signature)
[Authorised Signatory] [Authorised Signatory]

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 SCHEDULE 2

(On customer’s/chargor’s letterhead)

The ______ day of ______ 20______

(Name) Bank (Malaysia) Berhad

(Address)

Dear Sirs,

CERTIFICATE IN RESPECT OF CONDITION OF CUSTOMER/CHARGOR

We refer to the Asset Purchase Agreement dated the ______ day of ______ 20______ made between
*ourselves/(Name of customer) Sdn Bhd of the one part and yourselves of the other part (‘the Asset Purchase
Agreement’) and the Facility of RM______ (‘the Facility’) which you agreed to make available to *us(Name of
customer) Sdn Bhd thereunder and we hereby unconditionally and irrevocably confirm for your benefit that there
has or have been no material adverse change or changes in the constitution, condition, business or other affairs of
*(Name of customer) Sdn Bhd/(Name of chargor) Sdn Bhd which could or might affect your decision to make
available the Facility.

Expressions defined in the Asset Purchase Agreement shall have the same meanings in this certificate.

Yours faithfully,
for and on behalf of
*(Name of customer) Sdn Bhd/(Name of chargor) Sdn Bhd

(Signature) (Signature)
[Authorised Signatory] [Authorised Signatory]

*Delete where inapplicable

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 SCHEDULE 3

(On customer’s letterhead)

The ______ day of ______ 20______

(Name) Bank (Malaysia) Berhad

(Address)

Dear Sirs,

NOTICE OF DRAWDOWN

We refer to the Asset Purchase Agreement dated the ______ day of ______ 20______ made between ourselves
of the one part and yourselves of the other part (‘the Asset Purchase Agreement’) and the Facility of RM______
(‘the Facility’) which you agreed to make available to us thereunder and we hereby:

(1) give you irrevocable notice that we wish to drawdown the Facility in the principal amount of Ringgit
Malaysia (state in words) (RM______) on the ______ day of ______ 20______ and direct you to pay
the said amount into (state particulars of customer’s bank account or other payment instructions);

(2) confirm that:

(a) such drawdown is within our powers and has been validly authorised by all appropriate action;
(b) no event of default or other event which, with the giving of notice and/or the lapse of time
and/or the fulfilment of any other condition might constitute an event of default has occurred;
(c) the representations and warranties contained in the Asset Purchase Agreement, if repeated as
at the date of this notice with reference to the facts subsisting at the date hereof, would be true
and correct in all respect; and
(d) the covenants and undertakings contained in the Asset Purchase Agreement have at all times
been complied with.

Expressions defined in the Asset Purchase Agreement shall have the same meanings in this certificate.

Yours faithfully,
for and on behalf of
(Name) Sdn Bhd

(Signature) (Signature)
[Authorised Signatory] [Authorised Signatory]

1 Act 125.
2 For a discussion on al-Bai Bithaman Ajil, see [40.23].
3 Act 56 of 1965.
4 Ie the Companies Regulations 1966 (PU 173/1966) Sch 2 Form 24 (Return of Allotment of Shares), Form 44 (Notice of
Situation of Registered Office and of Office Hours and Particulars of Changes) and Form 49 (Return giving Particulars
in Register of Directors, Managers and Secretaries and Changes of Particular).
5 The Stamp Act 1949 (Act 378) s 4(3) provides that the principal instrument will be chargeable with the duty prescribed
in Sch 1 and each of the other instruments will be chargeable with a duty of RM10 only; and the parties may determine
for themselves which of the instruments will, for these purposes, be deemed to be the principal instrument.

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