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SAMPLE – JOINTVENTURE AGREEMENT

AN AGREEMENT made the day of … BETWEEN ……..

(Company No: )., a company incorporated in Malaysia and having its place of
business at …… (hereinafter called "the Landowner") of the first part

AND
a Company incorporated in Malaysia and having its place of business at

(hereinafter called "the Developer") of the second part.

WHEREAS:-

[Link] Landowner is the beneficial and registered owner of all that piece of land held under
…….. both in the ……. measuring approximately .......... (hereinafter collectively called "the
Land" and individually called ……

[Link] Landowner has successfully at its own cost and expense converted the Land use for Lot
No. … from agriculture to residential but Lot No……s land use has not been converted as
yet.

[Link] Land has been charged to ……… (hereinafter called "the Chargee") as security for
a loan to the Landowner in which an amount remains outstanding (hereinafter called "the
Redemption Sum").[Link] of the Land namely …… has been subject to acquisition under the
Land Acquisition Act 1960 and the total area acquired measured ….

[Link] Landowner and the Developer are desirous of entering into a Joint Venture to
develop the Land into a residential/commercial development (hereinafter called "the
Project") and dispose the same thereafter upon the terms and conditions hereinafter
contained.

[Link] the purposes of the Project, the parties hereto agree that the Developer shall have the
control and management of the Project and shall carry out and complete each and every phase
of the Project upon the terms and conditions hereinafter contained.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

I. SCOPE OF THE JOINT VENTURE

The objects of the Joint Venture are:-

(a)the carrying out and completion of the Project in phases;

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(b)the sale and disposal of the Project Unit(s) (hereafter defined) constructed in the Project
after the completion of the Project;

(c)the doing of such acts, matters and things as may be consistent with, necessary for or
incidental to the attainment of any of the foregoing objects;

(d)the Joint Venture is limited to the objects set out in this clause and neither party may hold out
that the Joint Venture is a partnership or extends to any other business; and

(e)the recognition that the Developer is undertaking the development of the Land with a view
to maximise its potential for profits.

2. CONDITIONAL AGREEMENT
2.1This Agreement is conditional upon :-

a)the Land being redeemed from the Chargee by the Developer on the terms as set out
hereinafter;

b)the procurement of all the necessary approvals and the requisite consents as may be
appropriate from the relevant authorities in respect of Lot No…. and Lot No. …and the Project
within the period(s) provided in this Agreement;

c)the approvals of the directors and shareholders of the Landowner and the Developer in
accordance to their respective Memorandum and Articles of Association and any
applicable provision under the Companies Act 1965.

2.2In the event that a condition is imposed in respect of any of the approvals referred to in
sub-clause 2.1 (b) hereof which has an adverse and material effect on the viability of the
Project to any one of the Parties hereto ("the Affected Party"), the Affected Party shall notify
the other party and shall have the option, to be exercised within fourteen (14) days from the
date on which the condition is made known to the Affected Party (the "Option Period"), to
accept such condition, whereupon such approval shall for the purpose hereof be deemed to
have been obtained or shall be deemed to have been obtained upon fulfilment of such
condition, if it is a condition precedent. If such option is not exercised within the Option
Period such approval in respect of which the condition is imposed shall be deemed not to
have been obtained for the purpose hereof.

2.3The satisfaction of the conditions in Clause 2.1 shall be carried out in the following
order:-

(i)Firstly Clause 2.1 (c);

(ii)Secondly Clause 2.1 (a); and
(iii)Lastly Clause 2.1 (b).

The satisfaction of the conditions in Clause 2.1(b) shall comprise two (2) parts which are
more specifically defined hereafter namely:-
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(a)The First Effective Date for Lot No. ….; and

(b)The Second Effective Date for Lot No. ….,

whereupon this Agreement shall become unconditional.

3. REDEMPTION OF THE LAND

3.1The Land shall be redeemed within six (6) months from the date of this Agreement ("the
Redemption Period") by the Developer.

3.2The Redemption Period shall only begin to run from the date the Developer or the
Developer's Solicitors, Messrs …….. (hereinafter called "the Developer's Solicitors") receive
the redemption statement from ….. either from the Landowner or the Landowner's Solicitors
Messrs ………. (hereinafter called "the Landowner's Solicitors").

3.3 (a) The Landowner covenants and undertakes to the Developer that it shall as soon
as practicable and within a reasonable period obtain and deliver the redemption statement in
Clause 3.2 above to the Developer or the Developer's Solicitors. The redemption statement
shall be valid for the whole duration of the Redemption Period.

(b) The Landowner warrants that the Redemption Sum shall not exceed Ringgit
Malaysia ………..RM……………..

3.4It is expressly agreed that any interest that accrues on the Redemption Sum within the
Redemption Period ("the Interest on Redemption") shall be borne by the Developer. The
Interest on Redemption shall not form part of and be accounted in the Landowner's entitlement
in Clause 7.2 which is provided herein.

3.5In the event the Developer is unable to redeem the Land within the Redemption Period, the
Landowner shall be entitled to give one (1) month's notice to forfeit the sum of Ringgit
Malaysia …….. (RM………) only (hereafter defined as the Initial Deposit) that is paid upon
the execution of this Agreement. Upon the expiry of the said notice, the Landowner shall
then be entitled to forfeit the Initial Deposit and this Agreement shall thereafter be
automatically terminated and neither party shall have any further rights and obligations.

3.6Upon the redemption of the Land by the Developer as provided herein, the following
documents shall be deposited with the Developer's Solicitors as stakeholders for the
purposes of the Project:-

(i)the executed Memorandum of Discharge of Charge by the Chargee; and

(ii)the original copy of the Issue Document of Title to the Land ("the Land Title"), the
Duplicate Charge and all other documents pertaining to the Land that were deposited with the
Chargee.

4. APPLICATION FOR THE APPROVALS AND REQUISITE CONSENTS IN

RESPECT OF THE LAND
4.1The Developer shall at its own cost and expense apply for all necessary approvals and
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consents in respect of the Land to satisfy Clause 2.1(b) to enable the execution of the Project
in phases to commence within the periods hereinbelow:-

(i)Lot No. …

Application for Approvals - within one (1) year from the

date of this Agreement;

Procurement of Approvals - within two (2) years from the

date of this Agreement ("the First Effective Date");

Commencement of construction - within six (6) months from the

First Effective Date.

Construction Period for

each phase in the
development - within three (3) years from the
commencement of construction of each phase.

(ii) Lot No. ….

Application for approvals -

which includes the conversion
of land use from agriculture
to residential/commercial - within one (1) year from the
date of this Agreement.

Procurement of Approvals - within two (2) years with

an automatic extension of one (1) year ("the Second Effective Date").
Commencement of Construction- within six (6) months from the second
Effective Date.

Construction period for each

phase in the development - within three (3) years from the
commencement of construction for each phase.

4.2If the Developer fails to submit the applications for the approvals within the one (1) year
period as provided in Clause 4.1 above, the Landowner shall be entitled to forfeit the Initial
Deposit only as liquidated damages whereupon this Agreement shall be automatically
terminated and neither party shall have any further rights and obligations in respect of the
same. Upon the termination of this Agreement pursuant to this Clause, the Landowner
shall refund the Redemption Sum (including the interest on redemption) to the Developer
within fourteen (14) days from the Developer's written demand failing which the Developer
shall be deemed to hold a lien over the Land Title and the Redemption Sum shall be deemed to
be a debt due by the Landowner.

5. DEVELOPER'S COVENANT
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5.1In carrying out and executing the Project as aforesaid the Developer hereby covenants with
the Landowner to:-

(a)employ a competent architect or architects (hereinafter called "the Architects") to plan and
prepare a suitable layout for the Project with all the appropriate facilities amenities and
services and in particular to prepare a layout plan for the amalgamation and sub-
division of the Land into separate residential/commercial lots in accordance with
the plan and concept for the Project. The parties hereto acknowledge and recognise that the
proposed layout plan is subject to change(s) that may arise from submission to the relevant
authorities for approval and may affect the Landowner's entitlment in Clause 7;

(b)submit the proper application or applications to the Proper Authorities for the change of
category of land use of Lot No. 978 from agriculture to residential/commercial under
the provisions of the National Land Code 1965 and the sub-division of the said Lands into
separate lots in accordance with the Layout Plan as prepared by the Architects aforesaid under
the provisions of the National Land Code 1965 and at the discretion of the Developer but
in consultation with the Landowner and submit an application or applications to the Proper
Authorities for the surrender and re-alienation of the Land under the provisions of the
National Land Code 1965 in accordance with the Layout Plan prepared by the Architects.

(c)make the necessary application to the Proper Authorities for the issue of separate
Qualified Titles or Final Titles as shall be deemed appropriate to the sub-divided
residential/commercial lots after the necessary approvals aforesaid in sub-clause 5.1(b) herein
have been obtained;

(d)instruct the Architects to prepare the relevant building plans with such amendments
as may be deemed necessary by authorities or the Developer as the case may be for the Project
and the construction of the said Buildings thereon as aforesaid and to submit such building
plans to the Proper Authorities for approval expeditiously;

(e)commence the Project and the construction of the buildings in the particular phase of
development thereon at its own expense within the period of six (6) months from the First
Effective Date and Second Effective Date as the case may be;

(f)undertake to complete the Project and the construction of the Project Unit(s) in each phase
concerned as hereinbefore stated within a period of three (3) years from the First Effective
Date or Second Effective Date as aforesaid in sub-clause 5.1(e) providing always that if
in the opinion of the Architects completion of the Project aforesaid is delayed by reason of
bad weather, civil commotion, strikes, lock-outs, acts of King's enemies, fire, floods or
other accident to the construction works, force majeure or other cause(s) beyond the
Developer's control, the Architects shall make a fair and reasonable extension of
time or times which shall be agreed and consented to by the Landowner for completion
of the Project as aforesaid provided that the maximum period of extension to be granted
by the Architects shall be two (2) years;

(g)develop and construct on that part or parts of the Land the Buildings in phases as the
Developer shall deem appropriate;
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(h)ensure that the construction of the Project Unit(s) shall be subject to a Defects Liability
Period of twelve (12) months from the date of completion thereof;

(i)take out adequate insurance coverage for the Project;

(j)conform with the provisions of all relevant Enactments, Ordinances, or Acts and with any
Regulations or Bye-Laws for the time being in force and affecting the Project and the
construction of the buildings thereon in carrying out development and building
operations on the Land as aforesaid and give all necessary notices to and obtain all
requisite sanctions of the local or other authorities in respect of the construction of the
buildings and generally comply with the Building and other Regulations of such
Authorities and keep the Landowner indemnified against all fines penalties and loss incurred
by reason of any breach of any such Enactment, Ordinance, Act, Regulations and By-Laws
which is attributed or due to the acts solely within the Developer's control;

(k)at its own expense construct and build or cause to be constructed and built in accordance
with the standards and requirements of the Local Authority concerned or other public
authorities all roads, driveways, water drains, culverts, water main and septic tanks or
sewerage mains or sewerage plants and shall on completion do everything within its power to
have the same taken over and maintained by the relevant authority and shall until such time,
maintain the same at its own expense provided that as from the date of the delivery of the
Landowner's Units to the Landowner until the time of the taking over by the relevant
authority as aforesaid, the Landowner shall repay to the Developer a proportionate share in
the cost of the maintenance of the same all driveways and services aforesaid, such
apportionment to be determined by the Architects;
(l)apply for the connection to the Project Unit(s) such water, sewerage and electrical
services as are provided by the Local Authorities upon the completion of the construction of the
Project Unit(s);

(m)apply for and obtain the relevant Certificate of Fitness for Occupation in respect of each of
the Project Unit(s) upon the completion of the same;

(n)pay all fees and expenses to the Proper Authorities for the abovementioned
applications and in respect of all the works abovestated;

(o)shall from time to time and upon request provide and submit to the Landowner details of
the Project and the construction of the Project Unit(s) indicating the types of units and the fair
values of the same for the Landowner's information and reference only.

6. LANDOWNER'S COVENANTS
6.1In consideration of the Developer carrying out and observing the covenants on the part of
the Developer to be carried out and observed as aforesaid in Clause 5 and upon this Agreement
becoming unconditional the Landowner hereby covenant and undertake with the Developer that
the Landowner shall:-

(a)allow the Developer to surrender the Land Title to enable it to make the necessary
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application for the approvals referred to in Clause 4 and to the proper Authorities upon the
approval of the application for the change in the category of land use for Lot No…. and the
sub-division of the Land into building lots or for the surrender and re-alienation of the same as
aforesaid for the exchange of separate individual documents of title for each Project Unit(s);

(b)deal with the Land Title to the Land or the separate individual sub-divided titles as
aforesaid in such manner as are set out herein;

(c)render all assistance to the Developer including surrending the Land Title to enable the
Developer to submit and obtain approval to all the applications including the change of
category land use for Lot No. 978 and the sub-division of the Land or the surrender and re-
alienation of the same and for the development of the Land and the construction of the
Project Unit(s) thereon as aforesaid and in particular to sign and execute all applications, plans,
drawings and other documents incidental therero within a period of seven (7) days
whenever called upon to do so;

(d)deliver vacant possession of the Land to the Developer within ( ) months from the
date of this Agreement;

(e)agree to the execution of a charge over the Land after the execution of this Agreement
in favour of a Bank or Financial Institution as security for a loan up to a limit that is
reasonable and necessary to ensure that the Project is carried out successfully (hereinafter
called "the Loan") to be obtained by the Developer and upon the request of the Developer
provided always that the Loan shall be restricted to the working capital requirement of the
Project or otherwise for any other purpose directly in connection with the Project;

(f)render all assistance and co-operation and execute all documents that are necessary to
facilitate the release of the Loan;

(g)consent to the sale or sub-sale (wherever necessary) by the Developer of any and all of the
sub-divided Project Unit(s) to be allotted to the Developer in the manner aforesaid
(hereinafter called "the Developer's Lots ") with any of the building erected thereon upon
such term or conditions and for such consideration as the Developer shall deem
reasonable taking into consideration the current market condition and to execute and join in
the execution of such agreement or agreements, transfer or transfers in relation thereto
whenever called upon by the Developer to do so providing always that the costs thereof shall
be borne and paid by the Developer or the purchaser or purchasers of the sub-divided building
lots except for the Landowner's Units as hereinafter defined;

(h)that it will at any time if and when required so to do forthwith execute, do sign and deliver
all documents, undertakings, agreements, plans applications, acts and things which may be
deemed requisite or expedient by the Developer for purposes of obtaining such approvals,
permissions, consents, waivers and licences from the relevant authorities as may be required:-

(i)for the execution and completion of the Project, the sale of the Project Unit(s);

(ii)for the sale and transfer to the purchasers of the Project Unit(s);
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(iii)for the creation of any charges (whether legal or equitable) or other encumbrances or
security interest whasoever over, in and to the Land by the persons to and with whom the
Developer may sell, lease, transfer, surrender or otherwise deal with same for the purposes
mentioned herein.

(i)that it will promptly when required by the Developer so to do, execute:-

(i)the Sale and Purchase Agreements for the Project Unit(s);

(ii)the Memorandum of Transfer of the Project Unit(s) sold by the Developer to the purchasers;
and

(iii)deed of assignment to the End-Financiers of the purchasers' rights, title and interest in
the Sale and Purchase Agreements and the Project Unit(s) comprised therein to secure
the repayment by the purchasers to the End Financiers.

(j)that it will not:-

(i)without the Developer's prior written consent create or permit to be created any charge,
(whether legal or equitable) or other encumbrance or security interest whatsoever over, in and
to the Land or it's rights, title and interest in and to the Land or sell, transfer or otherwise deal
with the Land and/or the aforesaid rights, title and interest; and/or

(ii)unless the Developer's prior written consent shall have been obtained, carry on any
business whatsoever other than its participation pursuant hereto in the development of the
Land;

(iii)sell, transfer or otherwise dispose of the Landowner's Units for any price less than the
selling price determined by the Developer.

(k)that it will ensure that no person claiming to have any estate, right or interest in, over or
in relation to the Land shall exercise or make any claim in such manner as shall hinder or
prevent the due and continuous progress of the Project carried out by the Developer and
authorised hereunder and that it will, in the event that any such persons shall establish any
such estate, right or interest, promptly exercise all statutory and other powers available to
acquire, defeat or clear off the estate, right or interest so established

(l)that it will not interfere in any manner whatsoever with the execution of the Project, the
sale of the Project Unit(s) and will inform the Developer immediately in writing of any
notice, notification or other document or matter served on it concerning or, relating to the Land
and furnish to the Developer a copy of such notice, notification or other documents.

(m)for the purpose of giving effect to the Landowner's obligation and covenant under
Clauses 2.1(b), 4 and sub-clauses 6.1(a) to (j) inclusive of this clause as aforesaid the
Landowner appoint an officer of the Developer to be the Attorney for and on behalf of the
Landowner in the name of the Landowner or otherwise for and on behalf of the Landowner to
execute on its behalf any applications, plans, drawings and other documents necessary or
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relevant to the applications for the change of the category of land use, sub-division and issue
of separate individual titles in respect of the Land and for the development and financing of the
Land and the construction of the building thereon and the sale or sales of the sub-divided
building lots with or without any of the building erected thereon and the Landowner
declare that any application, plan, drawing and other document and sale agreements and
transfers executed by virtue of the provisions hereof on its behalf by the Attorneys shall be
as good valid and effectual to all intents and purposes whatsoever as if the same had been
executed by itself in its own proper person and the Landowner hereby undertake to ratify
and confirm any application, plan, drawing and other document and sale agreements and
transfers lawfully executed by virtue of the power and authority hereby conferred. And
the Landowner hereby agree confirm and declare that this power of attorney being given for
valuable consideration is and shall be irrevocable and undertake not to do or permit or suffer
to be done any act whereby the same may be revoked.

7. CONSIDERATION
7.1The Landowner and the Developer hereby mutually covenant with one another that the
consideration herein set out in this clause shall be paid by one to the other as herein stated.

7.2The Landowner shall be entitled to the following:-

(a)the Initial Deposit in the sum of Ringgit Malaysia … (RM…) upon the
execution of this Agreement (which includes the Earnest Deposit of Ringgit Malaysia
… (RM…) that has been paid by the Developer to the Landowner prior to the execution
of this Agreement) which shall form part of the Landowner's entitlement under this
Agreement;

(b)the Initial Deposit shall be refunded to the Developer within fourteen (14) days upon
written demand in the manner following:-

(i)in the event of this Agreement remaining Conditional for a period exceeding the First
Effective Date or the Second Effective Date whichever is the later;

(ii)in the event of this Agreement being mutually terminated for any reason whatsoever;

whereupon the Landowner shall also refund the Redemption Sum together with the Interest on
Redemption (if the Land has been redeemed) in full to the Developer within fourteen (14)
days from the Developer's written demand.

(c)either one (1) only of the following options which shall be exercised and notified in writing
to the Developer within one (1) month from the First Effective Date failing which the
Developer shall be entitled at its absolute discretion to select the option for the Landowner:-

(i)eighteen percentum (18%) from the range of units comprised in the Project (the First Option);
or

(ii)eighteen percentum (18%) of the actual sales value in the Project (the Second Option);
or
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(iii)a cash payment of Ringgit Malaysia ….. (RM……….) only (the Third Option).

For the avoidance of doubt, it is hereby expressly acknowledged and agreed by the parties
hereto that the foregoing options in (i), (ii) and (iii) above shall include the Redemption Sum
and the Initial Deposit which has been paid by the Developer. Any option that is selected
herein shall therefore take account of the Redemption Sum and the Initial Deposit with the
necessary adjustments.

(d)the Landowner's entitlement in this Clause shall; depending on the option selected in
(c) above, be allocated or paid by the Developer in the following manner:-

(i)The First Option

Upon launching of sales of the units comprised of either apartments, condominiums,
shop apartments and/or buildings in each phase of the Project (the Project Unit(s)), the
Landowner shall identify eighteen percentum (18%) only of the Project Units to be allocated
with the Developer's consent (the Landowner's Units). The Landowner's Units shall then
be allocated and delivered to the Landowner upon completion of the same. In the event
the allocation of the Landowner's Units amounts to a fraction of a Project Unit(s), the
Developer shall pay the Landowner eighteen percentum (18%) of the value attached to the said
fraction.

(ii)The Second Option

Eighteen percentum (18%) of the sales value of the Project Unit(s) in each phase of the
Project shall be paid to the Landowner upon completion of the sales of each particular phase
concerned.

(iii)The Third Option

The payment of the sum of Ringgit Malaysia .. (RM……….) shall be made in
proportion to the completion of each of the phases of development in the Project.

(e)The parties hereto agree that upon the allocation and delivery of the Landowner's Units or
the payment in the manner set out in (d) above, the Developer shall thereafter be entitled to
retain all the proceeds from the sale of the remaining Project Unit(s);

7.3The Landowner hereby covenants and undertakes with the Developer that the
Developer shall be entitled to the following:-

(a)to develop the Land and construct the Project thereon in such manner as the Developer
shall be advised by the Architects and its technical advisers and in accordance with the normal
practice of Commercial and Housing Developments and taking into consideration market
conditions;

(b)to determine at its absolute discretion whether it is feasible to develop and

construct any other units apart from the Project Unit(s) provided that any decision to do so
will be made known to the Landowner;
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(c)to fix and determine the selling prices of all the Project Unit(s) comprised in the Project
and the terms and conditions of such sale and the manner in which the sales are to be carried
out with notice to the Landowner;

(d)upon the execution of this Agreement, the Developer shall be entitled to execute a charge
over the Land in favour of a Bank or a Financial Institution as security for the Loan to be
granted to the Developer to obtain working capital for the Project or for any other purpose(s)
in directly in correction with the Project.

(e)the Developer shall be entitled to retain eighty two percentum (82%) of the completed
Project Unit(s) constructed in the Project (hereinafter called "the Developer's Units") in the
event the Landowner elects the First or Second Option and the proceeds of the sale or sales
of the Project Unit(s) in the event the Landowner elects the Third Option.

8. GENERAL
8.1The parties hereto hereby mutually agree and covenant with each other as follows:-

(a)that upon the execution of this Agreement the Developer shall be entitled to register a
caveat over the Land in order that the interests of the Developer in respect and arising out of
this Agreement may be protected providing always that the Developer shall:-

(i)remove such caveat as and when it is necessary for the Land Title to be surrendered to the
relevant authorities for the purposes of obtaining the approvals and requisite consents as
aforesaid, the Developer reserving its rights to file a further caveat or caveats over the Land;
and

(ii)remove such caveat upon the termination of the Joint Venture under this Agreement as
hereinafter stated.

8.2Neither party shall sell, assign or otherwise transfer their respective rights interests in or
arising from this Agreement without the written consent of the other.

8.3In the allocation of the Landowner's Units and the Developer's Units each party hereto shall
assume proportionately the liability or responsibility to reserve and sell to Bumiputras
the Project Unit(s) so stated to be reserved and sold to Bumiputras and also any other building
that is not a Project Unit(s) as directed by the relevant authorities providing that the
apportioning of the Project Unit(s) between the Landowner and the Developer shall be by
mutual agreement and shall be decided upon the approval of the Layout Plan and provided
further that in the event where there is disagreement as to such apportionment allocation shall
be by drawing of lots one after the other.

8.4The parties hereto mutually agree that the Developer shall name the Project.

8.5The costs of and incidental to this Agreement and the subsequent transfer of the
Developer's Units only, the Charge or Charges aforesaid and the stamp and registration fees
thereon shall be borne and paid by the Developer.
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8.6Each party shall bear its own Solicitors' costs.

8.7Time wherever mentioned in this Agreement shall be of the essence of this contract.

8.8The quit rent and assessment of the said Land shall be apportioned as on the date of the
delivery of possession of the said Land by the Landowner to the Developer and the
Developer shall from that day be liable for the payment of the quit rent and the
assessment.

8.9Any notice required by the provisions of this Agreement to be given by either of the
parties hereto to the other may be delivered or sent by registered post to such other party at
their respective addresses as given above and any notice so sent shall be deemed to have
been deliverd at the time when in the ordinary course of post it would have been so delivered.

8.10All disputes which may arise shall first be resolved by mutual discussion and failing such
resolution shall be referred to a single arbitrator to be nominated by the parties or two
arbitrators, one to be nominated by each of the parties in dispute in accordance with and
subject to the provisions of the Arbitration Ordinance or Act for the time being in force.

8.11In this Agreement where the context so admits the terms "the Landowner" and "the
Developer" shall include their successors in title assigns nominee or nominees and
personal representatives and where two or more persons are implied thereby the
Agreement binds such persons jointly and severally. Words importing the masculine gender
only include the feminine and neuter genders. Words importing the singular number only
include the plural and vice versa.

8.12This Agreement shall be binding upon the parties hereto their assigns and personal
representatives respectively.

8.13If any of the provisions of this Agreement is found by a Court to be void or

unenforceable, such provision shall be deemed to be deleted from this Agreement and the
remaining provisions of this Agreement shall continue in full force and effect.
Notwithstanding the foregoing the parties shall thereupon negotiate in good faith and use
their best endeavours in order to the agree the terms of a mutually satisfactory provision to
be substituted for the provision so found to be void or unenforceable.

9. TERMINATION
9.1This Agreement shall terminate upon the following events and in the following
manner:-

(a)if this Agreement remains conditional for more than three (3) years from the date hereof;

(b)upon the Developer's failure to submit the application for the approvals within the period
referred to in Clause 4; and

(c)if the Developer fails to redeem the Land.

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9.2Upon the termination of this Agreement in the manner described in Clause 9.1(a), the
Redemption Sum, the Interest on Redemption and the Initial Deposit shall be refunded within
fourteen (14) days from the Developer's written demand.

9.3Upon the termination of this Agreement in the manner described in Clause 9.1 (b) and (c)
the Landowner shall be entitled to forfeit the Initial Deposit only and refund the
Redemption Sum and the Interest on Redemption (if the Land has been redeemed) within
fourteen (14) days from the Developer's written demand.

10. REPRESENTATION AND WARRANTIES

10.1Each of the parties hereto hereby represents and warrants to the other as follows:-

10.1.1that it is a company duly incorporated under the laws of Malaysia;

10.1.2that it has the capacity and power to enter into and execute this Agreement and to
carry the terms hereof into effect and has taken all necessary corporate and other action to
authorise its entry into and execution of this Agreement and the performance of the terms
hereof;

10.1.3that this Agreement constitutes legal, valid and binding obligations of each party; and

10.1.4that it is not in default under any agreement or instrument by which such party is
bound and no litigation, arbitration or administrative proceedings are current or pending or
threatened against such party as at the date of this Agreement.

10.2The Landowner hereby further represents and warrants to the Developer as follows:-

10.2.1that the Land is held by the Landowner as the registered proprietor and beneficial owner
thereof and, the Land is held (apart from the existing charge to the Charge) free from all
charges, liens and other encumbrances whatsoever other than such encumbrances as are to
be created pursuant to the terms of this Agreement;

10.2.2that it has the power and authority to deliver possession of the Land to the Developer
and no person, firm, company, corporation or other body corporate or incorporate will have
any title, right, interest or claim whatsoever in or the Land or any part thereof; and

10.2.3that there is no premium due in respect of the conversion of land use for Lot No. ….

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year

first abovewritten.
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The Common Seal of )

(Company No. ) )

was hereunto affixed in the )

presence of:- )

............................ ..............................

Director Director/Secretary

The Common Seal of )

(Company No. ) )

was hereunto affixed in the )

presence of:- )
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............................ ..............................

Director Director/Secretary
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SIGNED by the Developer )

in the presence of:-

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