(Execution Copy) DATED THIS DUPLICATE 30 MAR 2021 BETWEEN LINGKARAN MERDU SDN. BHD. (New Company No. 201301000572; Old Company No. 1030403-V) (‘Charger’) AND SHELL MALAYSIA TRADING SDN. BHD. {New Company No. 196501000279; Old Company No. 6087-M) SHELL’) LICENCE AND TURNKEY CONSTRUCTION AGREEMENT (For whole of the Malay Reservation Land held under the individual ttle of H.S.(M) 1101, PT 1857, Tempat Kampung Sawah Raja, ‘Mukim Titian Bintangor, Dasrah Rembau, Negeri Sembilan Darul Khusus ‘measuring approximately 4,841.682 square metres / 1.1964 acres ajong the Highway of Lebuhraya Utara Selatan (North-South Expressway) CHARGOR'S SOLICITORS Messrs. Farah A. Zabir & Partners Advocates & Solicitors 18 & 1C, Jalan Tengku Ampuan Zabedah H9IH, Seksyen 9 40100 Shah Alam, Selangor Darul Ehsan Tel.: 03-5511 7008 Fax: 03-5512 6707 E-mail: fazplaw@yahoo.co.uk Ret.: FAZP/C/CORPILMSB- ‘SHELL/S378/19(1N) SHELL'S SOLICITORS Messrs. Azim, Tunku Farik & Wong ‘Advocates & Solicitors Unit 6-03, Sth Floor Wisma Badan Peguam Malaysia (formerly known as Straits Trading Building) No. 2, Lebuh Pasar Besar 60050 Kuala Lumpur Tel.: 03-2607 0355 Fax: 03-2683 8060 E-mail: info@atiw.com.my Ref. 9.073.345 (KB/fn)| | | | i i | | | | i | | | ij | i | 1 i | | | t 95.187 en IBU PEJABAT LEMBAGA HASIL DALAM NEGERI MALAYSIA. MENARA HASIL PERSIARAN RIMBA PERMAL CYBER 8, 63000 CYBERJAYA. SELANGOR DARUL EHSAN SWJIL SETEM STAMP CERTIFICATE (Sila lekatkan si setom i ke alas surat cara sebagai bust penyateman} ‘leas ata ns stamp cece (0 the nsrument as evidence of stamping Gara Bayaran Payment ited ‘08K ANAK GUAM No, Adjudikasi Aseseatan Ho ‘TOIBCSECOFKWO!2 (SALINAN 1/8) Jonis Surat Cara LICENCE AND TURNKEY CONSTRUCTION AGREEMENT Type OF nstrvert SURAT GARA UTAMA ‘Tarikh Surat Cara 30/03/2021 Dale Oras? Balasan Consdoraon PM 7.500,000.00 Mklumnat Pihok Pestama / Penjual/ Pembert Fat Pay Vind Transtorr Assignee LINGKARAN MEROU SDN, BHD. NO SYARIKAT 201001000872 (1080409) Mokiumat Pihak Keaua / Pamell/ Penerima Sec ParyPutaser/TansieeeAssgnee SHELL MALAYSIA TRADING SDN, GHD.,NO SYARIKAT 196501000279(6087-M) ‘Butlran Harta / Suretcare Prepay ‘nsrunen Descrpion TIDAK BERKENAAN Dengan ini dsahan sural cera disetem dan cindors seperti maldumat di baw: ‘Thiel col ts nstamert tanned anaindorsea as bao No. keutoenPebendsheame Zoey Aron WABCO 2 EO Tun Cook Pre ae s80420 sco ioiiosnevgceny gel o9 tamavend!aoe 72mm OoOOnma ees es lL mom csrsvg021 hups:iistamps nasi gov mylstampsikatulenanview!500005874 1620/T01SCOBCOFXWO12MV0120A218784753 LHDN MALAYSIA STAMPS STAMP ASSESSMENT AND PAYMENT SYSTEM ~ HASIL CARIAN PENGESAHAN KETULENAN NO ADJUDIKAS! T1BC9ECOFRWO12 ors Shi/ Cenc Typo No Addai Aduceation No Jone Suraieara J ermont Type Tenth Sater Dole of nstument ‘Butran Surat Car inerumantDasenpton Balaton /Conaeatn Pinak Penman Fee Party Pak Kedva / Second Party No SiR Covitetaeces No “TorthPenyeteman Dae of Stomping ut Setem Dkenalan Amount of Stamp Duty Penatt Pest tunian Dtbayar/ etal Amount Pa Indorsman Indra ‘sui sete ‘Torwosscorxwore LICENCE AND TURNKEY CONSTRUCTION AGREEMENT - SURAT CARA uraaa soiea024 TIOAK BERKENASN, 1,800,000 00 LUINGKARAW MERDU SON. BHD, NO SYARIKAT 201301000572 (1030408-%) SHELL MALAYSIA TRADING SON, GHD. NO SYARIKAT 195801000270(0087-4) wor20a210761785 zeus RM1000 Mt o.00 1000 Seksyen 12 tps stamps has gov myistampstetulenan’view!500005874 1820/70 BCOSCOFXWO12NV012082 16784753 "oo1BU PEJABAT LEMBAGA HASIL DALAM NEGERI MALAYSIA, MENARA HASIL PERSIARAN RIMBA PERMAt CYBER 8, 63000 CYBERJAYA SELANGOR DARUL EHSAN, MALAYSIA SIJIL SETEM ASAL STAMP CERTIFICATE (Sakata sil seem na ate ert cara stag ut pert) nas ae eapeencor vie saeaosts oes een i Cara Bayaran Payment ntothos FPX TRANSACTIONS | Woaduttiest aac. ———-TOIBCF¥EEXWO GALNAN 9) | gens Surat are LICENCE AND TUANKEY CONSTAUCTION AGREEMENT | Ames SUR CANS TALIA | tant surat care 0103/20 | Riga | aloo corso fw 52000000 Makumat Piha Pertama /Penjual / Pembri fis Pary/ Vendor /Trensteror Asser LINGKARAN MERDU SDN. BHO,, NO SYARIKAT 1090400. ‘Maktumat Phak Kedua / Pembeli ! Penerima Second ary /Purhaser/Tarloce Assia ‘SHELL MALAYSIA TRADING SON. BHO., NO SYARIKAT 6087.M Butiran Harta / Suratoara Prony /instumen Desrton TANAH KOSONG / BANGUNAN Dengan ini isankan surat cara ini diseem dan dindors seperti mekiumat ci baal: "wc nada oa amie | i / | i i i i ! ' i Rémi Oot Seer | Hs Kauusun Prtndabran Tesi Ao RSH 20260) aks Cats Piner Ooi 27eszs1 wo-03 Peaastnan aenan si Sen och oss eslanp nl pay iy mae 8 lon pe ‘anata tp Gent cae ele oe hl gor my ary mob Ir oa ear emp aan stp onan - tamavien2712021 naps stamps nasi gov my/stampssketutenan/vew!S000088496 164/701 ECF 1E1SXWO12NWOTZOAZ 17424402 BR MALAYSIA STAMPS STAMP ASSESSMENT AND PAYMENT SYSTEM HHAGIL CARIAN PENGESAHAN KETULENAN NO AOJUDIKAS! TOBCFIESSXWO12 oni 89 Cena Type No Acute Agusabon No Jere SurazorInsiumant Ty: Tork Suratera Doe of nseumeont ‘tran Surat Cara neroment Desenaton Salasan/Conssoraten PinakPetamay First Party PinakKeaua / Secand Pay No SytRest ! Conbcteecapt No Tanks Ponytaman Oat of Stoning Dut Setam Dkanakan | Amun of Stomp Duty. Psat Penaty turin Dayar! Tota! Amount Pas Indore Inara. ‘sui. seTeM TorecFretaxWor2 LICENCE AND TURNKEY CONSTRUCTION AGREEMENT - SURAT CARA TAM soars CANA KOSONG / BANGUNAN- 500,000 00 LUNGICARAN MERDU SDN, BHO, NO SYARIKAT 1030400. SHELL MALAYSIA TRADING SON. BHD. NO SYARIKAT 007-4 worzonzrra2asse znsr2021 1900 risao0 RM 10.00 Seksyen 12 ‘nips stamps hasi gov mylstampsketulenanview!S000080408 164770 1BCF 1E1SXWO12WOT20K217424402 nmo aCONTENTS Cuause Pace 4. DEFINITIONS AND INTERPRETATION. 4.1 DEFINITIONS... 1.2 ConstRUCTION 2. LICENCE AGREEMENT 2.1 LICENCE AGREEMENT WITH CHARGE.. 3. CONSTRUCTION OF THE WORKS 3.1 Works Price., 3.2 Conomions oF Works 4, CONDITIONS PRECEDENT .. 4.1. Conomons PRECEDENT 4.2 CONDITIONS PRECEDENT TO BE FULFILLED BY THE CHARGOA. ... ' 4.3 SPECIFIC PROVISIONS RELATING TO THE ENVIRONMENT LAND ASSESSMENT. 4A. CHARGE 4A1 CHaRce . : 44.2. LOOGEMENT OF STATEMENT OF PARTICULARS OF THE CHARGE 4B, DISCHARGE 4B.1__ DISCHARGE OF CHARGE REGISTERED ON THE TITLE OF THE LAND. sonnennnn tO 5, TOTAL CONSIDERATION wx 5.1. PAYMENTS OF LICENCE FEE AND WORKS PRICE. nssnnnminnnnnnnninnnsninnnnnneenne 0 5A, NO OPERATORSHIP 6A1 No OPERATORSHP.. 5B. GUARANTEE, 5B.1_ JOINT AND SEVERAL GUARANTEE BY THE DIRECTORS.... 6. CONTINUATION OF RIGHT TO PROCEED WITH LICENCE 6.1 CONTINUATION OF RIGHT TO PROCEED WITH LICENCE 7. PRIVATE CAVEAT. 7.4 Power To ENTER PRIVATE CAVEAT 7A. LANDISSUES. TAA LAND ISSUES. .nsosnnnnn o 2 CHANGE TO ACCESS. 8.1 CHANGE TO ACCESS sn . 2 9. VACANT POSSESSION.. 9.1. DELIVERY OF VACANT POSSESSION 9.2 APPORTIONMENT OF OUTGOINGS 913 PASSINGOF RISK. 10. LAND CONDITION AND SIZE... 10.1 LAND ConomTion aN Size. sottontninninnnnntinntnnteen 10.2. DILIGENT SURVEY sn nuntunnnninninnnnnnnnnnnnnn ts 11, REPRESENTATIONS & WARRANTIES “isn Toy Conoco pov 7 Det Pade tr nonco co co co111 REPRESENTATIONS & WARRANTIES 12, MUTUAL REMEDY AVAILABLE 124 SHELL's Reweov.... 12.2 CHARGOR'S ReMEOY 13, OPTION TO EXTEND THE LICENCE PERIOD .. 13.1 OPTION TO EXTEND THE LICENCE PERIOD, 419A, REINSTATEMENT / DEMOLITION OF BUILDINGS 19A1 REINSTATEMENT! DEMOLITION OF BUILDINGS. 138. FORCE MAJEURE. 198.1 FORCE MAJEUR. 18 14, EXECUTION & DELIVERY OF DOCUMENTS. sesminsnnnnnonnn AD 14.1 EXECUTION & DELIVERY OF DOCUMENTS. 19 14.2 CHARGOR'S BOARD AND MEMBER RESOLUTIONS ... 19 45, TAXES 15.1 TAXES... 16. ANTLBRIBERY & CORRUPTION CLAUSE, ANTI-MONEY LAUNDERING CLAUSE. 16.1 ANT-BRIGERY & CORRUPTION CLAUSE 16.2 ANTI MONEY LAUNDERING... 417, MUTUAL CO-OPERATION . 17.4. MUTUAL CO-OPERATION, 48. STAMP DUTY AND SOLICITORS’ FEES. 18.1 STAMP DUTY, REGISTRATION AND SOLICITORS’ FEES a 418A. DATA PRIVACY CLAUSE.. 18A1_DATAPRIVAGY CLAUSE wn 19. NOTICES 19.1 Nomces. 22 20, SUCCESSORS IN TITLE AND ASSIGNMENT s.rumnmnnmnmnmennnnninnnennnenrninn dS 20.1 SUCCESSORS IN TITLE AND ASSIGNMENT 23 21. WAIVER 23 214 WAWER DB 22, ILLEGALITY AND INVALIDITY .cnnennnnnenn nnn se 24 22.4 ILLEGALITY AND INVALIDITY... 24 23, WHOLE AGREEMENT 24 23.1 WHOLE AGREEMENT nnsonnnnnnnnnninnnnnnninnnnnnnninnnnnnnnnnnnnnnn Mh 24, AMENDMENTS. 24.4 AMeNOMENTS 25. LAND ACQUISITION / ADVERSE EFFECT ON RIGHT OF OCCUPATION 25.1 LAND ACQUISITION / ADVERSE EFFECT ON RIGHT OF OCCUPATION. 26. CONSEQUENCES OF TERMINATION OF AGREEMENT.. 26.1 CONSEQUENCES OF TERMINATION OF AGREEMENT. 26 27. MISCELLANEOUS, ‘an na rary Soar Raman z (esa yt Lico Cc ~27-1 INDEPENDENT CONTRACTOR. 27.2 SEVERANCE, ven 27.3 Tae OF THE ESSENCE 27-4 GOVERNING LAW AND JURISDICTION... 275 LATE PAYMENT CHARGES. nnn 27.6 COUNTERPARTS... SCHEDULE 1: FURTHER PARTICULARS UNDER THIS AGREEMENT SCHEDULE 2: CONDITIONS OF WORKS SCHEDULE 3: SCHEDULE OF CONTRACTUAL DATES. ATTACHMENT A: LAYOUT PLAN ATTACHMENT LLM LETTER OF APPROVAL ATTACHMENT FORM OF CHARGE ANNEXURE ATTACHMENT D: FORM OF GUARANTEE. OTHER ATTACHMENTS (IF ANY) [End of Page] Tegra Toy Geocomp 3 wane nt)aS Oo Oooo elmTHIS AGREEMENT ismadethe 3. MAR 202 BETWEEN: a AND (2 LINGKARAN MERDU SDN. BHD. (New Company No. 201301000672; Old Company No. 1030408-V}, a company incorporated in Malaysia under the Companies Act 1965 and deemed to have been registered under the Companies Act 2016 pursuant to section 619(5) of the Companies Act 2016 and having its registered address at Ad-8, Level 4, Block A, Plaza Dwitasik, Jalan §/108, Bandar Sri Permaisuri, Cheras, 58000 Kuala Lumpur and its place of business at No. 41, Sunway Metro, Jtan PS 11/288, Bandar Sunway, 46150 Petaling Jaya, ‘Selangor Darul Ehsan (hereinafter referred the “Chargor” which expression shall include where the context so admits its heirs, personal representatives, successors intitle and assigns) of the one part; ‘SHELL MALAYSIA TRADING SDN. BHD. (New Company No. 196501000279; Old Company No, 6087-M), a company incorporated in Malaysia under the Companigs Act 1965 and deemed fo have been registered under the Companies Act 2018 pursuant to section 619(5) of the Companies Act 2016 and having its registered address at 12 Floor, Menara Symphony, No. 5, Jalan Prof. Khao Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan and its place of business at Menara Shell, 211, Jalan Tun Sambanthan, 50470 Kuala Lumpur (hereinafter referred to as “SHELL” which expression shall include where the context so admits lis heirs, personal representatives, successors in tlle and assigns) of the other part WHEREAS: a 1B) © Landownership ‘The Chargor is the registered propriotor and the beneficial owner of the whole of the land along the Highway which hass been declered to be the Malay Reservation Land ("Pengisytiharan Rezeb Melayu") pursuant to the Malay Reservations Enactment of Negeri Sembilan (Enactment") and more particularly described in Item 2 of Schedule 1 hereof and more particulary identified in the Layout Plan which is annexed fo this Agreement as Attachment A hereof (‘Land’). The Chargor is @ "Malay" (2. 2 Malay Holding Company in which ovary ‘member of the Chargor is @ Malay and the transfer of shares thersin the Chargor is restricted by its constitution or memorandum and articles of association to Malays only) as defined in the Enactment. The Land is therefore 6 "Malay Holding’ as defined in the Enactment. Encumbrances and Conditions over the Land The Land is currently encumbered with the following conditions:- (2) imposed with the category of land use of “Building” (“Bangunan’) {b) endorsed with the express condition of “Tanah in! hendaklsh digunakan untuk >bangunan perniagaan sahaja’\ and (©) endorsed with the restriction-in-interest of "Tanah yang diberimilik ini tidak boleh dipindahmilt, dipajak, cigadai melainkan dengan kebeneran bertulis daripada Pihak Borkuasa Negeri” (‘Restriction-In-Interest’) LLM Letter of Approval By a letter of approval dated 19" August 2013 and the subsequent letters) to request for the extension of time dated 27" May 2014, 18° August 2014, 30" June 2015, 19 August 2016, 24h August 2018, 20" March 2019, 21% August 2019 and 10" November 2020 all issued by the LLM to the Chargor (collectively referred to as the “LLM Letter of Approval"), copies of which are annexed to this Agreement as Attachment B, the LLM approved the Chargor's application Tears oa Tay Caracionipoonont 7 (bois tropMorr eootmn MO OOD Oot oO oe ae oei) «© F) to construct a Petrol Station with ancilary facilis and approved the ingress and egress from the Land onto the Highway upon the terms and conditions therein contained, Licence to Occupy and Use the Land The Chargor is now desirous of granting the Licence and SHELL Is desirous of taking the Licence to occupy and use the Land on an “as is where is” basis during the Licence Period for the purposes of constructing and operating a Petrol Station and subject fo the terms and conditions set out in this Agreement. Chargor to Charge the Land in favour of SHELL The Chargor agrees to create a first party first fixed National Land Code legal charge over the Land in favour of SHELL to secure the performance of the Chargor’s obligations and payment ofits indebtednass to SHELL under this Agreement, Chargor to Construct Petrol Station on a Tukey Basis ‘SHELL Is desirous of appointing the Chargor, and the Chargoris desirous of accepting SHELL's appointment, to dasign, procure, supply, execute, install, commission and complete on a turnkey basis the Works as described in the Conditions of Works in Schedule 2 hereof for the construction of the Petrol Station on the Land, and to perform the Works for payments as provided herein and upon the terms and conditions of this Agreement. NOW IT IS HEREBY AGREED as follows: 1. Definitions and Interpretation At Dofinitions In this Agreement unless the context otherwise requires words and expressions hereinbefore defined shall have the same meanings wherever used or referred to and in particular but without limiting the foregoing or for the avoidance of doubt (as the case may be) the following words and expressions shall have the meanings respectively set out opposite them:- “Access Approval” where required, the approval in wtting by the relevant authorities including the LLM andior the Concessionaire specifically and expressly for the development ofthe Land, Which approval will include, inter-alia, the approval of the Detaled Design Drawing (‘Lukisan Reka Bentuk Terperinc?) end the approval in wring by the relevant authoriies including the LLM and/or the Concessionaire for the construction of the Access Road leading to the Land in accordance with the Layout Plan. The Access Agproval shall include the approvals stated in Clause 4.2.1(d) end Article 384 of Schedule 2 hereof, "Access Road” the access road for the ingress and caress to and from the. Land from the adjacent road including Highway in the manner outlined on the Layout Plan, such road to be: constructed in accordance with the requirements of the relevant authorities including the LLM andlor the Concessionaire; ‘Building Plan Approval” the approval in writing by the relevant authorities including the LLM andlor the Concessionaire of the building plans, drawings, elevations and specifications for the sas ard Try Conran anon! z (ae Ly a)Ao ep oOoomO ee eee oe olBusiness Day” “Charge' “Charge Annexure” “Conditions of Works" “Date of Taking-Over™ “Highway” “Indebtedness* “Land” “Layout Plan’ construction of the Petro! Station (Including plans for the Access Road); a day on which banks are generally open for business in, Kuala Lumpur and any reference to a ‘day’, ‘week’, ‘menth” or “year” is to that day, week, month or year ir accordance with the Gregorian calendar, ‘a registered National Land Code charge over the Land to be created by the Chargor in favour of SHELL to secure the performance of the Chargor’s obligations and payment of its Indebtedness to SHELL upon the terms and conditions set out in this Agreement and the Charge; the charge annexure to the Charge, in the form of the annexure annexed to this Agreement and marked as Attachment ¢; PROJEK LEBUHRAYA USAHASAMA BERHAD (New ‘Company No. 201101026564; Old Company No, 954700- A), @ company incorporated in Malaysia and appointed by the relevant authorities to operate the Highway with the address of correspondence at Projek Lebuhraya, Usahasama Berhad Menara Korporat, Persada PLUS, Persimpangan Bertingkat Subang, KM15, Lebuhraya Baru Lembah Klang, 47301 Petaling Jaya Selangor Darul Ehsan, including where the context so admits its hairs, personal representatives, successors in title and assigns and any other concessionaire which may succeed it or be substituted for it; the terms and conditions for the construction of the Works (8 defined therein), as set out in Schedule 2 hereof; actual date for the Taking-Over of the Land by SHELL. from the Chargor as specified in Article 38.1 of Schedule 2and Schedule 3 hereof; the highway currently described as "LEBUHRAYA UTARA-SELATAN’ or "NORTH-SOUTH EXPRESSWAY"; the aggregate of all money owing and payable by the Chargor er covenanted to be paid by the Chargor to SHELL under or pursuant to andlor intended to be secured Under this Agreement and the Charge; the infrastructure to be prepared and constructed by the Chargor at the Chargor’s own costs and expenses as spectfied in Article 19.1 of Schedule 2 hereof, the piece of Malay Reservation Land (‘Pengisytiharan Rezab Melayu’) owned by the Chargor along the Highvray descrived in Kiem 2 of Schedule 1 hereof, and more particularly identified in the Layout Plan; the layout plan of the Land, copy of which is annexed to this Agreement as Attachment A: Inivredety arn)“Licence” “Licence Fee" “Licence Period’ “Low “LLM Letter of Approval” “Master Planning Approval” “Petrol Station” “Planning Approvat “Pre-Comp Approval" “Title” “Total Consideration” "Works" ‘Works Price” the right to occupy and use the Land granted by the CChargor in favour of SHELL for the Licence Period upon the terms and conditions set out in this Agreement; the sum specified in tem 3(i) of Schedule 4 hereof, being the licence fee payable by SHELL to the Chergor for the Licence, subject to variation in accordance with the provisions of Clauset0 hereof, the term of the Licence, being a period of thirty (30) years ‘commencing from the Date of Taking-Over; the HIGHWAY AUTHORITY MALAYSIA (LEMBAGA LEBUHRAYA MALAYSIA), a statutory body established in Malaysia under the Highway Authority Malaysia (Incorporation) Act 1980 and includes any other statutory body which may succeed it or be substituted for it; collectively referred to the LLM's letter(s) of approvel annexed to this Agreement as Attachment B and/or any other relevant letters which may be subsequently issued by the LLM fo the Chargor on the same subject matter; the Planning Approval ("Kebenaran Merancang” or “KM 1 in writing of the relevant authorities ineluding the LLM andlor the Concessionaire for the development of the Land: the petrol filing and service station cum commercial outlet and ancilary facilities to be constructed on the Land pursuant to the Works; the Planning Approval ("Kebenaran Merancang’ or “KN 2) in writing of the relevant authorities including the LLM. andlor the Concessionaire for the development of the Land and the construction of the Petrol Station; the approval in writing issued by the rolevant authority to the pre-computation plan submitted by the Chargor as defined under the National Land Code 1968, ie. a plan of the layout of lots prepared by the Director of Survey and, Mapping or licensed land surveyor showing the intended new boundaries and areas of those lots which are based fon computation from existing survey data and other relevant data; the individual issue document of ttle to the Land, and any reference to “Final Title" shall refer to the dofintion as stated in the National Land Code 1986; the aggregate of the Licence Fee and the Works Price as specified in Items (i) & (il) of Schedule 4 hereof, shall have the meaning given in the Conditions of Works (Article 1.1 of Schedule 2); and the sum specified in Kem 3{ii) of Schedule 1 hereof, being the contract sum payable by SHELL to the Chargor for the Works. “ian a Try Conmucian rorset ‘tea gt co4.2 Construction In this Agreement, unless there is something in the subject or context inconsistent with such construction or unlass itis otherwise expressly provided: @) (b) © (@) ) 0 © (h) 0 a (k) 0 (m) words denoting one gender include all other genders and words denoting the singular include the plural and vice versa; words denoting persons include corporations, and vice versa, and also include their respective heirs, personel representatives, successors in title and/or assigns, as the case may be; where a word or phrase is given a defined meaning in this Agreement any other part of speech or other grammatical form in respect of such word or phrase has a corresponding meaning any reference to @ sub-paragraph, paragraph, sub-Clause, Clause, schedule, altachment, appendix or party is to the relevant sub-paragraph, paragraph, sub-Clause, Clause, schedule, attachment, appendix or party of and to this Agreement and any reference to this Agreement or any of the provisions hereof includes all amendments and modifications made to this Agreement from time to time in force; any reference to a statute includes any modification, consolidation or re-enactments tmereof for the time being in force, and all statutory instruments or orders or by-laws made pursuant thereto; any reference to "pay", or cognate expressions, include payments made in cash or by way of bank drafts (drawn on a bank licensed to carry on banking business) or effected through inter-bank transfers to the account of the payee, giving the payee immediat access to available funds and the word "Ringgit Malaysia" and the abbreviation "Ri mean the lavrful currency of Malaysia; any reference to ‘writing’, or cognate expressions, include any communication effected by facsimile transmission or other comparable means, if any pariod 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 nol Business Day, then that period is to be daemed to only expire on the next Business Day; the Recitals, Attachments and the Schedules to this Agreement shall have effect and be construed as an integral part of this Agreement, but in the event of any confict or discrepancy between the provisions of this Agreement and the Recilals, Attachments and the Schedules, such conflict or discrepancy shall, for the purposes of the interpretation and enforcement of this Agreement, be resolved by giving the provisions contained in the body of this Agreement priority and precedence over the provisions contained in the Recitals, Attachments and the Schedules; the headings in this Agreement are inserted merely for convenience of reference and shall be ignored in the interpretation and construction of any of the provision herein contained; the words *herel words of similar import shall refer to this Agreement as a whole and notto any particular provision: references to @ document shall include references to any sort of document whether Paper or paperiess and expressed or described on any substance either with alphabets, figures, symbols and/or marks; and "year" refers to a period beginning in one calendar month and ending in the same Trans ad Foy Conroion room 3 (avradercrg nonca co co co co lo Amo oO eo oe Oe oe‘calendar month in the next year on the day numerically corresponding fo the day of the ‘calendar month on which it commences but a period commencing on the 29" day of February will end on the 28" day of February except in a leap year. 2. Licence Agreement 24 244 244 Licence Agreement with Charge In consideration of the Licence Fee paid or payable to the Chargor and SHELL's compliance with its obligations under this Agreement, the Chargor agrees tor (2) grant SHELL the Licence to occupy and use the Land for the Licence Period on an “as is where Is” basis and to perform its other obligations under this Agreement; and () create the Charge in favour of SHELL to secure the performance of the Chargor’s obligations and payment or repayment of the Chargor's Indebtedness upon the terms ‘and conditions set out in this Agreement and the Charge. The Chargor agrees and undertakes that SHELL shall peaceably hold and enjoy the Land ‘without any interruption from the Chargor or any person claiming under the Chargor throughout the Licence Period, SHELL may atits discretion nominate a separate compeny affiliated with SHELL as its nominee: to accept the Licence in its favour. In such a case, the parties will do all such acts as necessary to effect the grant of the Licence and the creation of a Charge in SHELL’s nominee's favour including the execution of such agreement, Charge Instrument, Charge Annexure and all other relevant documents to give effect to such nomination. ‘The Chargor also agrees and undertakes that it shall not purport to terminate this Agreement cf purport to discharge the Charge, except as otherwise agreed fo in this Agreement, as the Charge is intended by the Chargor to be the security for the Chargor’s obligations hereunder for so long as SHELL is entitled to occupy and use the Land to construct and operate the Petrol Station. 3. Construction of the Works 34 344 32 32.41 Works Price In consideration of the Works Price agreed to be paid by SHELL to the Chargor, SHELL hereby also agrees to engage the Chargor, and the Chargor hereby also agrees to accept the engagement, to design, procure, supply, execute, install, commission and complete on 2 tumkey basis the Works as described in the Conditions of Works in Schedule 2 hereof {including the construction of infrastructure as stated in Article 19.1 of Schedule 2 hereof), land to perform the Works for the payments as provided therein and upon the terms and conditions of the Conditions of Works in Schedule 2 hereot. Conditions of Works ‘The Conditions of Works in Schedule 2 hereof (and the appendices therein referred to) form an essential and integral par of this Agreement. a nd Try ConrinApcoroet e ni esa nyo)4. Conditions Precedent 44 ata 446 447 42 424 This Agreement is conditional upon all the Conditions Precedent set out in this Clause being fulfilled, ‘The Chargor shall fulfl the Conditions Precedent within the stipulated times, unless the parties have agreed in writing to any extension(s), falling which this Agreement wil be deemed to be determined in accordance with Clause 4.1.4 hereof. The Chargor will bear its own costs and expenses with respect to the fulfilment of each Condition Precedent on its part to be fulfilled, if ny, unless otherwise expressly provided. For the avoidance of doubt, the Chargor will continue to be liable to fulfl the Conditions Precedent ‘on its part to be fulflled notwithstanding any increase in costs and expenses. Where approvals, are required, the Chargor Is responsible for obtaining such approvals and shall make such submissions, applications and perform any other acts as may be required in accordance with ‘any work programme or work schedule which may have been duly submitted to SHELL and/or its appointed consultant or in the absence of such express stipulation, within a reasonable time. if any of the Conditions Precedent inthis Clause, through no fault of the Chargor is not flied within the stipulated time or any agreed extension or new timeline after 2 negotiation in an amicable and commercially reasonable manner (subject to the manner stated in Clause 4.1.7 hereon, this Agreement shall be treated as determined and the Chargor shall refund all monies paid by SHELL to the Chargor pursuant to this Agreement free of interest within forty-five (45) ays from the date of termination, and thereafter, neliher party will have eny claim or cause of action against the other in respact of or arising from this Agreament and the consequences of termination as stated in Clause 26 hereof shell apply. Upon the fulfilment ofall the Conditions Precedent, this Agreement will become unconditional. Itis expressly agreed that notwithstanding any provision to the contrary herein contained, ‘SHELL may, at its sole discretion, waive the fulfilment of any of the Conditions Precedent by the Chargor. ‘SHELL agrees and covenants to provide the Chergor with every assistance and cooperation reasonably required by the Chargor for the purpose of applying for any of the approvals specified in this Clause hereof, and for such purpose, will execute such documents and do such acts as may be reasonably required by the Chargor, Shell will, if so requested by the Chargor in writing, deliver to the Chargor within a reasonable time any documents in ts possession which may be reasonably required by the Chargor for the purpose of applying for any of the approvals specified in this Ciause hereof, To negotiate on an agreed extension or new timeline, the Chargor shall submit a written notice ‘with reason regarding to the non-fulfilment of any or all of the Conditions Precedent stated in this Clause within the prescribed time period to SHELL. Within seven (7) days following the receipt of such notice, the parties shail meet or discuss in good faith to negotiate a resolution of such non-fulflment in an amicable and commercially reasonable manner. Any resolution of the matter agreed to in writing is binding on the parties. If an amicable solution cannot be reached within fourteen (14) days of receipt of such notice, the provisions of Clause 4.1.4 hereof shall apply. Conditions Precedent to be fulfilled by the Chargor. ‘The following Conditions Precedent shail be fulfilled by the Chargor at its own costs and expenses:-4.22 43 43.4 43.2 43.3 43.4 (2) Master Planning Approval the Chargor shall obtain the Master Planning Approval for the Petrol Station upon the execution of this Agreement; (®) Planning Approval the Chargor shall obtain the Planning Approval for the Petrol Station within six (6) months from the date of this Agreement; () Building Plan Ay the Chargor shall obtain the Building Plan Approval for the Petrol Station within eight (8) months from the date of this Agreement; (@) Access Approval (RSA1.0-3.0 the Chargor shall obtain the Access Approval (RSA1.0-3.0) (where required from the relevant authority including the LLM and/or the Concessionaire) for the Petrol Station within three (3) months from the date of this Agreement. If the road safety aucit (RSA1.0-3.0) is also required by the relevant authorities including the LLM andor the Concessionaire for the purpose of granting the Access Approval (RSA‘.0-3.0), then the Chargor shall notify SHELL thereof, and the Chargor shall conduct the road safety audit, atits own costs and expenses; {e) State Authority's Consent to Charae the Chargor shall obtain for the authority's consent to create the Charge in favour of SHELL pursuant to the Restriction-In-Interest over the Land within three (3) months from the date of this Agreement; and () Environment Land Assessment (ESA) Report(s) upon the Chargar’s delivery of the ESA Repori(s) to SHELL in accordance with the terms and conditions stated in Clause 4.3 hareot. ‘The Chargor shall within seven (7) days of its submission of the respective applications referred to in Clause 4.2.1 hereof, deliver to SHELL a copy of such application(s) together with the evidence of submission and all relevant documents submitted in supporting of such application(s). Specific provisions relating to the Environment Land Assessment Upon the execution of this Agreement, the Chargor shall at its own costs and expenses engage ‘a reputable independent consultant who is registered with the Department of Environment of Malaysia ("DOE") and is acceptable to SHELL to conduct an Environment Land Assessment (CESA’)in accordance with the requirements of SHELL to determine the levels of chemicals of potential concem above any applicable legislative standards and water levels "Jon and beneaih the Land (more particularly identified in the Layout Plan), ‘The Chargor shall submit to SHELL written copy of the ESA findings and report ("4! ESA Report") within fourteen (14) days from the execution of this Agreement. If the 1 ESA Report concludes there is no soll and groundwater contamination present (in ‘excess ofall applicable legislative standards) and the Land is cultable for SHELL’s purpose or proposed use, this Condition Precedent will be deemed to be fulfilled, If the 1%" ESA Report concludes there is Contamination present and/or the Land is unsuitable for SHELL’s purpose or proposed use, the Chargor shail within seven (7) days from the date of the 1% ESA Report, carry out all works necessary at the Chargor's costs and expenses to remove the Contamination fo such extent and in such manner (and in accordance with SHELL's requirements, if any) so that the Land is thereafter:- (2) not in contravention of any regulatory rules and requirements for use 2s a Petrol Station, and “ean a arin Svan Spar @ (woos rg Coemm om435 43.8 437 438 (b) suitable for SHELL's purpose and proposed use under this Agreement, (hereinafter collectively raferred to as the ‘Decontamination Works’) If the Chargor is required to carry out the Decontamination Works, it shall commence the Decontarnination Works within the time period stipulated under Clause 4.3.4 hereof. Once the Decontamination Works are completed, the Chargor shell, at its own costs and expenses, engage 2 reputable independent consultant who is registered with the DOE and is acceptable to SHELL to conduct another ESA to verify the Decontamination Works have been fully carried ‘out, and submit a written copy of the said consultant's findings ("2° ESA Report’) to SHELL. within sixty (60) days from the date of this Agreement. If the 2" ESA Report concludes the Decontamination Works have been fully carried out, this, Condition Precedent will be deemed to be fulfilled. If the Chargor fails to submit the 2%! ESA Report to SHELL within the stipulated time at Clause 4.3.4 hereof, or if the 2 ESA Report concludes the Decontamination Works have not been {fully carried out, this Condition Precedent will be deemed not to be fulfilled, in which case, this ‘Agreement will be treated as determined and the provisions of Clause 4.1.4 hereof shall apply, Nothing in this Clause shall prevent SHELL, if it so desires, from carrying out its own investigations into the state or condition of the Land at its own cost and expense, in addition to the Chargor’s obligations under this Clause. Such investigations by SHELL does not constitute a waiver of the Chargor's obligations under this Clause. If such investigations reveal there is Contamination present or for any other reason the Land is unsultable for SHELL's purpose or proposed use, then the provisions of Clauses 4.3.4 to 4.3.7 hereof shall apply. 4A. BA 4A aaa AAAs aad Charge Charge ‘The Chargor covenants to repay all monies due and payable to SHELL under this Agreement within thirty (80) days irom SHELL’s written demand, To better secure the Chargor’s repayment. obligations, the Chargor shall procure the Chargor to create the Charge over the Land in favour of SHELL, ‘Simultaneously with the execution of this Agreement, the Chargor shail deliver or cause to be delivered to SHELL:- (2) in the form prescribed by SHELL, four (4) copies of the duly executed Charge instrument (Form 16A) executed by the Chargor; (b) the original of the Title; and (©) all other documents necessary for the registration of the Charge at the relevant land registry or land office, including but not limited to the current quit rent and assessment receipts; and after the Chargor's fulliment of the Congitions Precedent stated in Clause 4,2.1(e) hereof, ‘SHELL's Solicitors shall be authorised to stamp the Charge and present the Charge Instrument (Form 18A) for registration at the relevant land registry or land office. {In addition to and not in derogation of the Chargor’s obligations hereunder, the Chargor will also. do all such acts and things as may be reasonable or necessary s0 2s to vest a registered. Charge in favour of SHELL in accordance with the provisions of this Agreement. If this Agreement is lawfully terminated prior to the registration of the Charge subject to full repayment by the Chargor of all monies due to SHELL, SHELL's Solicitors shall re-delver the Charge Instrument (Form 16A) to the Chargor or the Chargor’s Solicitors for cancellation. Where the Charge Instrument (Form 16A) has been stamped, such delivery will be made after ‘SHELL has obiained a refund of the stamp duty paid Tisza sa Funiy oman rvomat 3 (nites np trecoc momo4A2 4A2A Lodgement of Statement of Particulars of the Charge The Chargor shall execute and deliver to SHELL’s solicitors a “Statement of Particulars of the Charge" Form in the prescrive form and manner as determined by the authority pursuant to section 352 of the Companies Act 2016 (together with the prescribed fee) at the time of execution of this Agreement and authorise SHELL's solicitors to lodge the Form on its behalf ‘within thirty (30) days from the date of execution of this Agreement, SHELL's solicitors shall within seven (7) days of the lodgement of the said Form deliver to the Chargor a copy of the presentation receipt evidencing the lodgment of the said Form. 4B. BA 4B.A.4 481.2 Discharge Discharge of Charge registered on the Title of the Land Upon the expiry ofthe Licence Period (or any renewals or extensions thereof) or upon the lawful termination of this Agreement, AND PROVIDED THAT all monies due and payable to SHELL by the Chargor under this Agreement and the Charge have been fully setted, SHELL shall within a reasonable time from the Chargor’s request. execute and deliver to the Chargor: (2) Discharge of Charge Instrument (Form 16N) in relation to the Charge that is endorsed ‘on the Title; and (b) the original of the Title (iit is within SHELL’s possession) to enable the Chargor to register the discharge of the Charge endorsed on the Title at the relevant land registry or land office, ‘All costs and expenses in relation to the preparation and registration of the Discharge of Charge Instrument (Form 16N) in relation to the Charge registered on the Title shall be borne by the Charger. 5. Total Consideration BA BAA 542 Payments of Licence Fee and Works Price ‘The Total Consideration shall be paid by SHELL to the Chargor within sixty (60) days from the date of receipt of valid original tax invoice from the Chargor and in the manner set out in Schedule 1 (Appendices 1 & 2) hereof. The release of all or any portion of the Total Consideration by SHELL or SHELL’s Solicitors to the Chargor or the Chargor's Solicitors shall be treated as a full release of payment of all or such part of the Total Consideration to the Chargor, and the Chargor’s Solicitors’ receipts ‘therefor will be a good and valid discharge for the same. Both parties agree that the Total Consideration shall be inclusive of all taxes, subject to the provision of Clause 15 hereof. All fees and expenses payable during the Licence Period whether imposed prior to or after the execution of this Agreement including any access fee, connection fee, development charge, operating and maintenance (O&M) fee, bank and performance quarantees, processing fees, andfor any olher associated costs and expenses chargeable andior demanded by the relevant authorities including the LLM andlor the Concessionaire (whichever is applicable) shall be bome by the Chargor. I there are any:- Tiong a Fay Canocioasoomna 0 areas top tneCl C5 C3 Co ca cs co 30 ¢c anon eta eoSAT (2) fees or expenses stated in Clause 5.1.4 hereof due or owing by the Chargor to the LLM or the Coneassionaire; () monies due or owing by the Chargor to the land registry or land office; and/or (©) any other costs and expenses due or owing to the relevant authorities including the LLM andlor the Concessionaire,, it shall be fully paid by the Chargor to such authorities within thirty (30) days from the date of receipt of valid original tax invoice from such authorities or prior to the payment due date determined by such authorities, whichever is earlier. Notwithstanding anything stated in Clause 5.1.5 hereof, SHELL shell be enliled but is not obliged to utilize the Total Consideration or any part thereof towards the settlement of (a) the fees or expenses stated in Clause 5.1.4 hereof remain unsettled or owing by the Chargor to the LLM or the Concessionaire; {b) any monies remain unsettled or owing by the Chargor to the land registry or land office: andior (©) any other costs and expenses remain unsettled or owing to the relevant authorities including the LLM andior the Concessionaire,, ‘and then release the balance thereof (if any) to the Chargor in accordance with the provisions. of this Agreement. The Chargor hereby expressly acknowledges and confirms that all payments, made by SHELL to the LLM, the Concessionaire and/or the land registry or land office andlor any other relevant authorities pursuant to this Agreement shall be deemed to be payments made by SHELL to the Chargor towards the account of the Total Consideration and shall be @ {good and valid discharge of SHELL’s obligations in respect thereof. ‘SHELL shall also be entitled to daduct the money owing from the Chargor to SHELL under this ‘Agreement from any sum which may become due or is payable to the Chargor under this ‘Agreement or any olher contracts to which SHELL and the Chargor are the parties. SHELL in issuing any verification on Milestone Payments in Schedule 1 (Appendices 4 & 2) hereof shall have regard to any such sum so chargeable against the Chargor, provided always that this provision shall not affect any other remedy to which SHELL may be entitled for the recovery of such sums may become due or payable. 5A. BAA BAA BAL No Operatorship No Operatership For the avoidance of doubt, itis declared the Chargor shall have no right to the operatorship or dealership of the Petrol Station or to nominate any third party to operate the Petrol Station. ‘The sole and absolute right to appoint an operator or dealer of the Petrol Station shall at all times be vested in SHELL only. 5B. 38.4 SBA Guarantee Joint And Several Guarantee by the tors ‘As security for the repayment of any monies due to SHELL under this Agreement, the Chargor shall simultaneously with the execution of this Agreement cause its directors to execute a joint ‘rans oe Try Conacion arent 7 (hitrodeurg nocorm fy ta 5p oo Do OOD DOO OD DOOD:and several guarantee in favour of SHELL in the form annexed to this Agreement as Attachment 6. Continuation of Right to Proceed with Licence et ett Cor uation of Right to Proceed with Licence ‘SHELL will have the sole and absolute right to proceed with the Licenos notwithstanding the tetmination of the Works for any reason. Under this Agreement, the rights and obligations of the parties for the Licence are severable from the rights and obligations of the parties with respect to the Works, The continuation of the Licence after the termination of the Works shall not be deemed to be a ‘waiver of any remedy available to aither party pursuant to the Conditions of Works in Schedule Zhereok. 7. Private Caveat TA Power to Enter Private Caveat At any time after the execution of this Agreement, SHELL shall be entitled at its own costs and expenses to register a private caveat against the Land, provided that such caveat shall be withdrawn by SHELL in accordance with the provisions of this Agreement if this Agreement is. terminated, 7A. TAA AAA 7AA2 Land Issues Land Issues Save for any matters herein expressly agreed to be undertaken by SHELL and subject to Clause 7A.1.2 hereof, the Chargor shall at its own cost and expense be responsible for resolving al issues and complying with all conditions relating to the Land which may be required by: (a) SHELL; (b) the local authority; (c) the land registry or land office; andlor (d) eny other relevent authorities inciuding the LLM andior the Concessionaire, to the satisfaction of such entities as the case may be. ‘The Chargor’s obligation under Clause 7A.1.1 hereof shall remain in effect until the date of issuance of the Taking-Over Cerificate only, save that if any said issues and obligations to comply with conditions arose before such the date of issuance of the Taking-Over Certificate, then the Chargor shall continue to be liable therefor after the date of issuance of the Taking- Over Cerificate, 8. Change to Access BA BAA Change to Access ‘The parties hereby acknowledge that a material condition under this Agreement that the ingress. and egress to and from the Lend will be via the Access Road as delineated on the Layout Plan. {fat any time prior to the commencement of the Licence Period, the ingress and egress to and from the Land is changed from that delineated Access Road with the result that SHELL is. unable to operate the Petrol Station it originally expected, whether due to governmental, “eae Tero Oso Apworar @ (i esa oy Coemer oOo oe eee eee ooostatutory, local authority or any other authority's actions or requirements (“Change to Access” the Chargor shall within seven (7) days upon the recsipt of the notice of Change to Access, inform SHELL in writing and provide SHELL with the supporting documents of Change to Access and the Chargor’s proposed variation (if any). ‘SHELL |s entitled at its sole and absolute discretion to terminate this transaction by serving on the Chargor a notice of termination in the event of the Change to Access if it does not agree with the Chargor’s proposed variation (if any) and the Chargor shall return all monies paid by SHELL to the Chargor pursuant to this Agreement free of interest within thirty (20) days from the date of termination and the consequences of termination 2s stated in Clause 26 hereof shall apply, and thereatter, neither party will have any claim or cause of action against the other in respect of or arising from this Agreement 9. Vacant Possession ot ota 942 92 92.4 2s 93.4 Delivery of Vacant Possession There shall be no physical or actual delivery of vacant possession of the Land to SHELL upon the commencement of the Licence Period. SHELL expressly acknowledges that the Land shall be deemed deliver to SHELL and the Chargor shall be granted full access and permission to ‘enter into the Land for the purpose of carrying out the Works until completion of the Petrol Station, or if agreeable by SHELL, the Date of Taking-Over, and SHELL or its servants and agents shall be entitled to enter the Land to examine the Land, conduct soil tests, environmental Land assessment and any other tests relating to the Land it so chooses. ‘The Chargor warrants and undertakes that:- (2) as atthe date hereof no person is or will be lawfully entitled to the occupation or use of the Land or any part thereof whether as lessee, tenant, licensee or otherwise and currently the Land is and will, at the Date of Taking-Over of the Land by SHELL, be free from all squatters, trespassers and any other occupiers; and (b) _ifrnecessary, it wll at its own costs and expenses, take all reasonable and expedient action to evict squatters, trespassers or occupiers from the Land. Apportionment of outgoings Allassessment, quit rent and all other lawful outgoings imposed upon the Land and any building fon the Land (if any) payable to the relevant authorities shall be apportioned between the CChargor and SHELL upon the commencement of the Licence Period. The Chargor shall solely bbe responsible to pay the abovessid outgoings up fo the commencement of the Licence Period and thereafter SHELL shall solaly be responsible for the same, Passing of Risk Both parties agree that the risk to the Land shall pass to SHELL upon the commencement of the Licence Period, Teonge en Tl av bees no ion oon 7%lIsamoosmwoooe oe Sco com moo a ce ee10. Land Condition and Size 10.1 Land Condition and Size 10.1.1 The Chargor represents that the area of the Land shall not be less than the size specified in Item 2 of Schedule 4 hereof (‘Agreed Area’) 10.1.2 The Chargor confirms that SHELL has notified the Chargor that the Land siza is of utmost importance for its specific use as a Petrol Station, and that a size which ist~ (A) ess than the Agreed Area by an amount of more than five percent (5%) may render the Land infeasible for such use; and (8) more than the Agreed Area gives no additional economic or other benefit fo SHELL. The Chargor further confirms that itis a material condition of this Agreement that SHELL entors into this Agreement on the basis that the Land size agreed to be licensed to SHELL is the Agreed Area, Consequently, if upon final land survey and measurement, the actual Land size stated on the Final Title for any reason whatsoever:- (2) is less than the Agreed Area by an amount of not more than five percent (5%), the parties shall continue with this Agreement with the Licence Fee be adjusted accordingly (on a pro-rated basis based on the actual Land size as compared to the Agreed Area; (©) __isless than the Agreed Area by an amount of more than five percent (5%), then SHELL may, atits sole optior (continue with this Agreement with the Licence Fee adjusted accordingly on a pro-rated basis based on the actual Land size as compared to the Agreed Area; or (ii)__by giving prior notice in writing to the Chargor, terminate this Agreement and the consequences of fermination as stated in Clause 26 hereof shall apply. ‘The Chargor shall refund to SHELL all money paid to the Chargor towards the account of the Licence Fee for the unexpired periad of the Licence under this Agreement without any Late Payment Charges being payablo, and thereafter neither pariy will have any claim or cause of action against the other in respect ‘of or arising from this Agreement; or (©) is greater than the Agreed Area, the parties will continue with this Agreement with no cchange in the amount of the Licence Fee. ‘Any excass payment ofthe Licence Fee shall be refunded by the Chargor to SHELL within sixty (60) days from the dete of nel measurement ofthe actual Land size which shell be determined upon issuance of the Final Title or within sity (60) days from the date of termination of this Agreement (whichever is applicable). 10.2 _ Diligent Survey 10.2.1 The Chargor will be responsible for making a diligent survey of the Land and its surroundings, including environmental aspects of the Land and its surrounding area and is deemed to be aware of the state and condition of the Land and suitability of the Land for the purpose of ‘operation and maintenance as a Petrol Station, (ses ep taroSmo one eo OMe eee oO eee oe11. Representations & Warranties 14.1 Representations & Warranties 14.4.4 Both par (a) (b) © ®) © 0 @) ties hereby represent and warrant to each other that:~ it shall not commit or cause to be committed any breaches of any of the terms and conditions and covenants of this Agreement and the Charge on the part to be observed and performed by respective party and shall keep this Agreement and the Licence valid and in ful force and effect; itis not wound up and there has not been any petition for winding up presented against itor other impeding winding-up or legal proceedings against it as at the date hereof; it has the full power and legal authority to execute deliver and perform the terms and. conditions of this Agreement; there is no suit or action before any court, arbitration or legal or administrative proceedings or other proceedings or governmental investigation pending or threatened against it affecting its rights or interest as herein provided or the transaction contemplated hereby; ithas observed and complied and will continue to observe and comply with all laws and regulations in relation to its rights and interest as herein provided including any directive, order, regulation, guideline or other similar instrument issued by the relevant authorties including the LLM andlor the Concessionaire in relation to its rights and interest as herein provided; there is no restriction or condition affecting the Title to the Land other than those stated in this Agreement or outstanding notices and orders issued by any federal, state, local government or authority or statutory body which have been expressly notified to the parties, and neither party on the date of this Agreement is aware of any requirements (of schemes by the relevant authorities inciuding the LLM andior the Concessiongire in respect of the Land which will or may prejucicialy or adversely affect the present or continued use by SHELL or the Chargor of the Land; and this Agreement constitutes a valid and legally binding obligation on the party and its heirs, personal representatives, successors in tile and assigns. If any breach of the representations andfor warranties above is rectifable, the defaulling party shall rectify its breach of the same within twenty-one (21) days from its receipt ofthe other party's request. pary is If the defauiting party fails to rectly its breach within the prescribed period, the other tented to rectify such breach on the defaulting party's behalf (if applicable) and all costs (of rectification shall be a debt due from the defaulting party to the other party and be forthwith recoverable as such 14.1.2. The Chargor hereby represents and warrants to SHELL that:- @ (o) © it shall ensuro that from the date hereof until the expiry of the Licence Period, it shall remain as a "Malay" within the definition of the Enactment; the Land is and shall at all times be free from all charges and encumbrances, trusts, caveats and any other liabilty or dispute capable of being attached to the Land; it shall obtain and keep valid and in force all approvals, consents, permits or licences granted fo SHELL and the Chargor from the relevant authorities (including the LLM andlor the Concessionaire) or any olher party necessary to construct the Petrol Station or to do any other act required of it under this Agreement, and provide SHELL with Teas are ano arecton oman 6 I PeeryPop ooo a moo oOo 35 cocertified true copies of such approvals, consents, permits of licences granted to the CChargor upon SHELL’s requests; (@) _itshell not sell, transfer, assign, charge, lease or otherwise deal with the Land so as to ‘encumber, encroach upon of divest SHELL of SHELL’s rights, title and interest to the Land unless with SHELL's prior written approval; (e) it shall punctually and fully observe and perform all its obligations and liabilities under the LLM Letter of Approval and the Licence, and generally, wil not do any act or thing Cr omit to do any act or thing wich constitutes a breach of the terms and conditions of the LLM Letter of Approval and the Licence on its part to be observed end performed; (f) it does not require any additional approval or licence from the relevant authorities including the LLM and/or the Concessionaire to occupy the Land, to construct and operate a Petrol Station on the Land, to construct and use the Access Road or to do any other act required of it under this Agreement; (@) thas notified the Concessionaire of the LLM Letter of Approval and its intention to licence the Land to SHELL, and it has nol received any objection for the same from the Concessionaire and has notified the LLM of its intention to license the Land to SHELL. and the LLM has granted its approval ta the Licence; (e) itis aware of and shall comply with the provisions of Shell Group General Business Principles, Shell Group Code of Conduct and Shell Group Health, Safely, Security and Environment (HSSE) Guideline (collectively referred to as the “Guidelines” as may be amended from time to time which are available on SHELL's website (‘www.shell.com’) and to ensure that at all times, the Chargor’s performance of the provisions of this Agreement shall not breach and shall not cause SHELL to breach these Guidelines. The Guidelines may be varied by SHELL from time to time and at any lime and the Chargor's is required to comply with varied Guidelines; and () it shall fully and punetually observe and perform all the conditions on its part to be observed and performed contained in the Access Approval. {F the Chargor falls to rectify its breach of sny of the representations and warranties above within ‘twenty-one (21) days from its receipt of SHELL's request to reatify such breach, SHELL shall be entitle to rectify such breach on the Chargor's behalf and all costs of rectification shall be @ debt due from the Chargor to SHELL and be forthwith recoverable as such, 12. Mutual Remedy Available 124 SHELL’s Remedy 12.1.1. Ifthe Chargor:- (terminates the License before the Licence Period of Occupation; or (i) breaches any provision of this Agreement (ein relation to the licence espect), SHELL ‘may terminate this Agreement by written notice to the Chargor ‘whereupon the Chargor shall refund to the Chargor all monies paid by SHELL in relation to the. Licence Fee on a pro-rated basis for the unexpired Licence Period and further pay to SHELL (@)_allcosts incurred by SHELL in:- (constructing the Petrol Station fess the accumulated depreciated value as at the ate of termination of this Agreement calculated based on the amortization of the cost of the Petrol Station over the Licence Period; “ean aa tote Ganeecn Aer ie an Peco gt oiemer eos moo OOO oOo oOo12.1.2 122 12.2.4 1222 123 1234 (i) demolishing the Petrol Station; and (ii) applying for all permits and/or approvals required by the relevant authorities {including professional fees charged by consultants, solicitors and other advisors {and all other associated cost in relation to such application}, based on documentary proof provided by SHELL; and (b) agreed liquidated damages at 2 sum equivalent to ten percent (10%) of the Licence Fee as agreed liquidated damages. ‘The remedies stated in Clause 12.1.1 hereof shall be provided to SHELL without prejudice to SHELL's legal right to seek for specific performance or any other judicial remedy and relief and the payments stated therein shall be paid by the Chargor to SHELL within sixty (60) days from the date of termination of this Agreement. Chargor's Remedy If SHELL breaches any provision of this Agreement (le, in relation to the licence aspect), the ‘Chargor may terminate this Agreement by written notice to SHELL and refund to SHELL all monies paid by SHELL in relation to the Licence Fee on a pro-rated basis for the unexpired Licence Period whereupon SHELL shall pay to the Chargor a sum equivalent to ten percent (10%) of the Licence Fee for the unexpired term of the Licence Period as agreed liquidated damages. ‘The payments stated in Clauses 12.2.1 and 12.2.2 hereof shall be paid by SHELL within sixty (60) days from the date of termination of this Agreement. Consequences of Termination Upon exercise of such termination by the Chargor or SHELL, the consequences of termination as stated in Clause 26 hereof shall apply. 13. Option to Extend the Licence Period BA 18.44 13.4.2 Option to Extend the Licence Period Both parties agree and acknowledge that SHELL is entitled to, within three (3) months prior to the expiry of the Licence Petiod, give @ written notice to the Chargor to exercise the option hereby granted by the Chargor to extend the Licence for a further thirty (30) years from the expiry of the Licence Period ("Renewed Licence Period’) based on the same covenants, agreements, terms and conditions of this Agreement on a revised licence fee based on the prevailing market rate ("Prevailing Market Licence Fee’) ‘The Prevailing Market Licence Fee shall be such licence fee as the Chargor and SHELL may agree to. if such Prevailing Market Licence Fee cannot be agreed upon by the Chargor and SHELL, the Chargor shall allow the Licence herein to continue after the expiry of the Licence Period at the last monthly icence fee payable during the Licence Period unti such Prevailing Market Licence Fee is determined. Each party shall be entitled to appoint an internationally recognised firm of valuers to determine such Prevailing Market Licence Fee for the Land. Ifthe vvaluers each appointed by the Chargor and SHELL differin their determination of the Prevailing Market Licence Fee, the Prevailing Market Licence Fee for the purposes of the extension of Licence shall be the average of such values. If any party fails o exercise its right to appoint its ‘own valuer within twenty-one (21) days after being requested by the other party to do so, the Prevailing Market Licence Fee for the purposes of the extension of Licence shall be determined by the sole appointed valuer and the cost of the appointment of such valuer shall be borne ‘equally by the Chargor and SHELL. ‘as od Tron Conran eervre 7 (hatreds toPeo me om od cae 3m eomtmt oa of13A. Reinstatement / Demolition of Buildings 13A.1_ Reinstatement! Demolition of Buildings 19.1.1 Upon the expiration (and provided that SHELL has not exercised the right to extend the Licence upon expiry thereof) or sooner determination of the Licence Period or upon the termination of this Agreement, SHELL shall, within three (3) months from such expiration or sooner determination or termination ("Reinstatement Period") do or cause to be done the fallowing:- (2) remove from the Land any pumps, machinery, plant and other appliances, underground tanks, sub-structures and equipment constructed, installed or otherwise brought onto the Land and paid for by SHELL or belonging to SHELL (in this regard the Chargor shall make no claim of ownership or any other right over the same); (b) (if so required by the relevant authorities including the LLM and/or the Concessionaire) clean and tidy up the Land, carry out the works necessary to remediate the Land, remove the contamination detected and fil up any subsistence in the Land caused by the cleaning up operations in accordance with all applicable laws, including the Environmental Quality Act 1974, and SHELL’s standard; and (©) deliver the Land to the Chargor with clearance of all structuras, buildings, additions or L renovation on the Land both underground and above ground (collectively referred to as the ‘Demolition Works"). 13.1.2 The aotions to be taken by SHELL under Clause 13A.1.1 hereof shall be at SHELL’s own costs, and expenses except that if this Agreement is terminated due to the Chargor’s default, then all ‘such actions shall be taken at Chargor’s cosis and expenses, 1341.3 SHELL shall pay to the Chargor the Prevailing Market Licence Fee (as defined in Clause 13.1.1 hereof) pro-rated on monthly besis for its occupation on and/or possession of the Land during the Reinstatement Period. 13A.1.41n the event the Demolition Works are only completed after the Reinstatement Period, SHELL is also llable to pay the Chargor the Prevailing Market Licence Fee of the Land pro-rated on monthly basis for the period from the expiry of the Reinstatement Period to the date of actual completion of Demolition Works. 13B. Force Majeure 138.1 Force Majeure 49B.4.1 Neither party shall be in breach of this Agreement f there is any delay in performance, total or partial failure of performance by itofits duties and obligations under this Agreement occasioned by any event beyond the control of ether party including, without limitation, any act of God. fire, typhoon, tempest al sea, earthquake, floods, act of government of state, restrictions, regulations, by-laws, refusal o grant any license or permission, prohibitions or measures of any kind on the part of government or state, war, civil commotion, insurrection or embargo, and/or any measure prescribed, made or taken under the Prevention and Control of infectious Diseases Act 1988 to control or prevent the spread of the Coronavirus Disease 2019 (COVID. 19) which directly prevent a party from performing any contractual obligation stated her (cach a "Force Majeure Event’) (other than a Force Majaure Event that results in a party's not having sufficient funds to comply with an obligation to pay money), 19B.1.2f either party is hindered prevented or unable to perform its duties and obligations under this Agreement as 2 direct result or effect of a Force Majeure Event, such party shall give notice to the other of such inability stating the Force Majeure Event in question and the date on which such Force Majeure Event commenced ("Force Majeure Date"). The operation of this ‘Agreement shall be suspended during the period (and only during the period) in which the Fores Majeure Event continues. Immediately upon the cessation ofthe relevant Force Majeure Event, “ana aly Caneion eon 7% a Pecanthe party relying on it shall give notice of such cessation to the other party 438.1.3 If the Force Majeure Event continues uninterrupted for more than twenty-one (21) Business Days after the Force Majeure Date, the parties shall enter into bona fide discussions with 2 view to alleviating its effects, or to agreeing upon such altemative arrangements as may be fair and reasonable, 198.1 4 If no arrangement has been agresd under Clause 13B.1.3 hereof and the Force Majeure Event has continued uninterrupted for more than forty-five (45) Business Days from the Force Majeure Date, either party may terminate this Agreement by giving five (5) Business Days’ notice of such termination to the other party, but such notice shall not take effect if the other party gives notice within that five (5) Business Days’ period that the Force Majeure Event in question has ceased and immediately recommences the full and punctual performance of its obligations under this Agreement. Upon exercise of such termination by the Chargor or SHELL, the Chargor shall refund all monies psid towards the Licence Fee on a pro-rated basis for the unexpired term of the Licence within thirty (20) days from the date of termination and the consequences of termination as stated in Clause 26 hereof shall apply. 14, Execution & Delivery of Documents 144 1444 142 14.2.4 Execution & Delivery of Documents, Upon the execution of this Agreement, each party will deposit with the solicitors of the other parly, the certified true copies of the following:- (2) _ its constitution (formerly known as memorandum and articles of association); and (b) its latest- ()——Cettiticate of incorporation of Company (Form 9 or Section 17 of Companios Act 2016 or its equivalents): (i) Certificate of incorporation of Change of Name of Company (Farm 13 or Section 28 of Companies Act 2016 or its equivalents) (if applicable); (ili) Notification for Change in the Registered Address (Form 44 or Section 46 of Companies Act 2016 or its equivalente); (iv) the latest Notification of Change in the Register of Directors, Managers and Secretaries (Form 49 or Section 58 of Companies Act 2016 or its equivelents); (¥) authorised signatory’s identity card; and (©) _allof its Retums of Allotment of Shares (Form 24 or Sections 78 of Companies Act 2016 or ts equivalents) Chargor’s Board and Member Resolutions In addition, the Chargor will upon the execution of this Agreement deliver to SHELL’s Solicitors certified true copies of the Chargor’s board resolution and member resolution (if applicable) authorising the execution of this Agreement and the affixation of the Chargor’s Common Seal Cn this Agreement and all relevant documents relating thereto, 15. Taxes 154 154.4 Taxes Unless otherwise expressly provided, the Chargor warrants and undertakes to pay all income: tax and any other taxes imposed by the relevant authorities from time to time, if any, and “ano wa Taio Caracas nan w ln peane ns)coc mieundertakes to indemnify and keep SHELL, its heirs, personal representatives, successors in title and assigns fully and effectually indemnified against any claims, demands, action or proceedings made by the relevant authorities against SHELL in respect of the same. 46. Anti-Bribery & Corruption Clause, Anti-Money Laundering Clause 46.1 Anti-Bribery & Corruption Clause 16.1.1 For the ‘Anti-Corruption Laws" shall mear purposes of this Agreement: (a) the United States Foreign Corrupt Practices Act of 1977; (b) the Unitad Kingdom Bribery Act 2010; and (c) all epplicabie national, regional, provincial, state, municipal or local laws and regulations that prohibit tax evasion, money laundering or othenwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, ‘or other benefits to, any government official or any other person. 16.1.2 Each party represents, warrants, and covenants that in connection with this Agreement and the businass resulting therefrom:- (a) (b) ) «) e) @ @ (h) itis aware of and will comply with Anti-Corruption Laws; whether directly or indirectly, it has not made, offered, authorised, or accepted and will not make, offer, authorise, or accept any payment, gift, promise, or other advantage, to or for the use or benefit of any government official or any other person where that Payment, gift, promise, or other advantage would comprise a facilitation payment or otherwise violate the Anti-Corruption Laws; thas maintained and will maintain adequate written policies and procedures to comply with Anti-Corruption Laws or, altematively, has made itself aware of and shail adhere to the Shell General Business Principles and the Shell Code of Conduct (www shel. com/about-usiour-values); ithas maintained and will maintain adequate internal controls, including but not limited to using reasonable efforts to ensure that all transactions are accurately recorded and reported In is books and records to reflect truly the activities to which they pertain, such as the purpose of each transaction, with whom it was entered into, for whom it was undertaken, or what was exchanged; it wil, to its knowledge, retain such books and records for the period required by the relevant applicable law or a party's own retention policies, whichever is longer; inthe event a party becomes aware it has breached an obligation in this Clause, it will promptly notify the other party, subject to the preservation of legal privilege; it has used and will use reasonable efforts to require any subcontractors, agents, or any other third partios to also comply with the foregoing requirements in this Ciause; and only a party (and not its affiliates or a third party) shall make payments to the other party, except with that other party's prior written consent. ‘es nd Troy Coercion Aaron! 7 Investig eySm om om oo oO DOOD ODO rr Dll lo16.4.3 16.1.4 16.1.5 16.2 16.2.1 16.22 Subject to the preservation of legal privilege, during the Licence Period (or any renewals thereof) and for seven (7) years thereafter and on reasonable notice, each party shall heve @ ‘ight, atits expense, and the other party shall take reasonable steps to enable this right, to audit the other partys relevant books and records with respect to compliance with this Clause, Without imitation to any other available remedies, where a party (the “First Party’ fails, o subcontractors, agents, or other third parties fal, to comply with this Clause, the other Party (the “Second Party"), acting in good faith, shall have a right to notify the First Party in writing of such failure fo comply and, ifthe writen notice contains reasonable detail about the faiure to comply then, if(a) the failure is incapable of being cured; or (b) capable of cure and the First Party does not cure the failure to comply within sixty (60) days following receipt of the written notice, the Second Party shall have the right to terminate this Agreement on further written notice tothe First Party. Nothing in this Agreement shall require a party to perform any part of this Agreement or take any actions if, by doing so, the Party would not comply with the Anti-Corruption Laws. The obligations in this Clause shall survive the termination or expiry ofthis Agreement. Anti Money Laundering ‘The Chargor undertakes to SHELL thet, in connection with this Agreement, its knowledgeable about and will comply with all laws, regulations, rules and requirements relating to anti-money laundering applicable to its performance of this Agreement. SHELL may terminate this Agreement immediately upon written notice to the Chargor, if in its reasonable judgement the Chargor is in breach of anti-money laundering laws and regulations in connection with this Agreement which give rise to SHELL having knowledge or suspicion that it will deal with laundered property and the Chergor has failed to provide information demonstrating such compliance with anti-money laundering laws and regulations. 47. aA aA Mutual Co-operation Mutual Co-operation Each party wil provide and render ts full and prompt co-operation tothe other for any purpose Under this Agreement as the other may reasonably request, including the execution andior delivery of any documents as may be reasonably requested by the other. 18. 184 18.1.4 18.1.2 Stamp duty and solicitors’ fees Stamp duty, registration and solicitors’ fees Each party will be responsible for its respective solicitors’ fees and expenses in respect of or in ‘connection with the preparation of this Agreement. ‘The following expenses shell be borne solely by the Chargor:= (2) stamp duty, registration fees and disbursements in relation to the registration of the Charge; and (b) stamp duty in relation to the Works. “inns nd Try Conan erent wr laren oyCccp re mo colo le48A. Data Privacy Clause 418A Data Privacy Clause 18A.1.1 The parties may provide each other with information related to an identified or identifiable individual ("Personal Data’), the processing and transfer of which will be done in accordance ‘with applicable data protection law. Personal Data processed by Shell is governed by the terms of the Privacy Notice - Business Customer, Supplier, Partner or Investors, available at www.shell.comiprivacylb2b-notice.html, 19. Notices 19.1 Noticos 19.1.1. Any notice of other document to be given under this Agreement and all other communications between the parties with respect to this Agreement shall be in writing and may be given or sent by: (2) hand: (b) registered post, Pos Laju, or courier service: (©) email; or () facsimile, to the other party at the address or facsimile transmission number or email address set out below or such other address or facsimile transmission number or email address as either party may give notice of to the other: For the Chargor Address LINGKARAN MERDU SDN. BHD. (New Company No. 201301000572; Old Company No. 1030403-V) No. 41, Sunway Metro, Jalan PJS 11/28B, Bandar Sunway, 48150 Petaling Jaya, Selangor Darul Ehsan, Aitention: Director, Ariff Firdaus Bin Zabir Email: ariff@dzbgroup.com ‘Telephone No: 03 ~ 55247751 Facsimile No. 03 ~ 5512 6707 For SHELL ‘Address: ‘SHELL MALAYSIA TRADING SDN. BHD. (New Company No. 196501000279; Old Company No. 6087-M) Menara Shell 1 211, Jalan Tun Sambanthan 50470 Kuala Lumpur Attention: Network Development Manager, Aziati Wan Haron Telephone No: 603-2385 2888 t Facsimile No: 603-2261 6135 19.1.2 Any notice or other document shall be deemed to have been duly served upon and received by the addrassee: (2) if delivered by hand, at the time of delivery: (b) if sent by registered post, within seven (7) days of despatch; “ans anual maroon ponent @ Ue Peco inge)moomoo otnoO oo ee19.1.3 (0) _ifsent by Pos Laju or other courier service, when received; (d)_ifsent by email, when received; and (e) if transmitted by way of facsimile transmission, on the date it is received by 2 responsible employee of the recipient in legible form, unless the date of that delivery (or attempted delivery) or that receipt is not @ Business Day or that communication is delivered (or attempted) or received, as applicable, after 5 p.m. (Kvala Lumpur time) on a Business Day, in which case that communication will be deemed iven and effective on the first following Business Day. In proving the giving of a notice or any other document under or in respect ofthis Agreement it shall be sufficient to show: (a) in the case of registered post, that the notice or other document was contained in an ‘envelope which was duly addressed and posted; or (b) in the case of facsimile transmission, that the facsimile transmission was duly transmitted from the despatching terminal, as evidenced by a transmission report generated by the transmitting equipment; or (6) _ if any notice or communication is sent by way of facsimile transmission, a confirming copy thereof shall be sent to the other party by post; or (@) if delivered by courier, as indicated by the courier’s acknowledgment of receipt; or (e) If delivered by email upon the recipient sending the sender an acknowledgment of receipt 20. Successors in title and assignment 20.4 20.4.4 20.1.2 ‘Successors in title and assignment The Chargor shall neither assign its rights or delegate its duties under this Agreement nor sell, transfer, assign, charge, lease or otherwise deal with the Land andor grant licence to occupy and use the Land to any person or entity without SHELL's prior writen consent (subject to the right to subcontract partial or whole of the Works as stated in the provisions in Schedule 2 hereof). SHELL is entitled to assign its rights, benefits and obligations of the Licence andfor Charge andlor transfer the Licence and/or Charge to any third party as it deems fit, provided that the Chargor has given its written consent (which shall not be unreasonably withheld) to SHELL, and the parties shall execute such documents as may be required to effect such exercise of right 21. Waiver aA 244 Waiver Knowledge or acquiescence by either party hereto of any breach of any of the conditions or ‘covenants herein contained will not operate as or be deemed to be a walver of such conditions ‘or covenants or any of them and notwithstanding such knowledge or acquiescence, each party hereto will be entiled to exercise its respective rights under this Agreement and to require strict performance by the other of the terms and conditions herein. Tans ad ftoy Caramcten roar 2 lr Poca cgy)IS oe eee ee ee m =21.1.2 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 fallure 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. legality and Invalidity 224 Illegality and Invs ity 22.1.1 Any term, condition, stipulation, provision, covenant or undertaking in this Agreement which is legal, void, prohibited or unenforceable will be ineffective to the extent of such illegality, voidness, prohibition or unenforceability without invalidating the remaining provisions heracf, and any such illegality, voidness, prohibition or unenforceability will not invalidate or render illegal void or unenforceable any other term, condition, stipulation, provision, covenant or undertaking herein contained. 23. Whole agreement 23.44 Whole agreement 23.1.1 This Agteement supersedes all prior representation arrangement understandings and agreements between the parties relating to the subject matter hereof and sets forth the entire ‘complete and exclusive agreement and understanding between the parties hereto relating to the subject matter hereof. No party hes relied on any representation arrangement understanding or agreement (whether written or oral) not expressly set out or referred to in this Agreement. 24. Amendments 244 Amendments 24.1.1 ‘This Agreement may be amended or varied by the parties agreeing in writing to such ‘amendment or variation. Such agreement may be in the form of written communication betwean the duly authorised officers of the parties or thelr solicitors, 25. Land Acquisition / Adverse effect on right of occupation 25.1 Land Acquisition / Adverse effect on right of occupation 25.1.1. at any time efter the execution of this Agreement and before the completion of the Works by the Chargor, the Chargor is servad with any notice of acquisition of the Land by the acquiring authorities or any notice directly or indirectly informing SHELL that their right over the Land is tobe adversely affected:- (2) the Chargor shall immediately notify the acquiring authority concerned of SHELL's interest in the Land and/or the Works completed thereon; and (b) SHELL shall be entitled to:- (continue with this Agreement with no adjustment of the Total Consideration or any part thereof, or Toa od Toy Canario are 2 {tio ay ico cjie roe ca cao co ¢(i) forthwith terminate this Agreement (ie. either on the licence and/or construction aspect of this Agreement) by serving on the Chargor a notice of termination of this Agreement. 25.1.2 Termination of Agreement (2) Termination of the Licence Aspect of Agreement IESHELL opts to terminate the licence aspect of this Agreement, pursuant to Clause 28.1.4(b)(i) hereof, the Chargor shall refund all monies paid towards the Licence Fee forthe unexpired term of the Licence within thirty (30) days from the date of termination, and the consequences of termination as stated in Clause 26 hereof shall apply; andlor (b) _Tetmination of the Construction Aspect of Agreement (i.e. Conditions of Works in ‘Schedule 2) If SHELL opts to terminate the construction aspact of this Agreement, pursuant to Clause 25.1.1(b)(i) hereof, the Chargor shall be entitled to payment in accordance with the terms therein for Works done and completed up to the date of termination but shall refund to SHELL any surplus moneys which may have been paid by SHELL towards such Works within thirty (30) days from the date of termination, and SHELL shall be entitled to claim any compensation monies from the acquiring authority concerned of SHELL's interest in the Land and/or the Works resulting from such termination. 25.1.3. Continuation of Agreement (2) Continuation of the Licence Aspect of Agreement IfSHELL opts to continue with the licence aspect of this Agreement, pursuant to Clause 28.1.4(b\(i) hereof, SHELL shall be entitied to receive all compensation monies relating to the Licence in accordance with the provisions of the Land Acquisition Act 1260 (2s amended from time to time) subject to SHELL paying the Licence Fee to the Chargor in accordance with the terms and conditions of this Agreement; andlor (b) Continuation of the Construction Aspect of Agreement (.2, Conditions of Works in ‘Schedule 2) HTSHELL opts to continue with the construction aspect of this Agreement, pursuant to Clause 25.1.4(b)(i) hereof, SHELL shall be entitled to all compensation monies paid by the acquiring authority for the Works done in accordance with the provisions of the Land Acquisition Act 1960 (as amended from time to time) subject to SHELL paying the Works Price to the Chargor in accordance with the terms and conditions of this Agreement. ‘SHELL shall be entitled to appear and to altend at such enquiry or hearings either in the name of the Chargor or in its own name and all compensation monies from the acquiring authority which SHELL is entiled to but received by the Chargor shall be held by the Chargor trust for SHELL. 25.1.4. Upon being served with any notice of acquisition of the Land by the acquiring authorities, the ‘Chargor shall within fourteen (14) days notify the acquiring authority concemed of SHELL'S interest in the Land andlor the Works completed thereon. All parties are entitled to appear and to attend at the enquiry or hearings in relation to the land acquisition in accordance with the provisions of the Land Acquisition Act 1960 (as amended from time to time) and all ‘compensation monies from the acquiring authority to which SHELL is enitld but has been paid to the Chargor shall beheld by the Chargor in trust for SHELL. 25.1.5 Upon the fulfiment of the above, neither party will have any further claim or cause of action against the other arising from or in connection with this Agreement save for antecedent breaches. Tle et arty Carson arson B leonbosoe ung cae