DATED THIS [TO INSERT]

BETWEEN

IKHLAS AL DAIN SDN BHD

(CO. NO.: 201001018379 / 902085-X)

AND

[CLIENT NAME]

(CO. NO.: [TO INSERT])

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TAWARRUQ AND HAWALAH FACTORING AGREEMENT

(in relation to the Islamic Factoring Facility)

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THIS AGREEMENT is made on the date set out in Item 1 of the Schedule hereto BETWEEN IKHLAS AL

DAIN SDN BHD (CO. NO. 201001018379 / 902085-X), a company incorporated in Malaysia and having its

business at No. 4.1, Level 4, Menara Lien Hoe, No. 8 Persiaran Tropicana, Tropicana Golf & Country Resort,

47410 Petaling Jaya, Selangor (hereinafter referred as to “the Factor”) of the one part AND the party whose

particulars are set out in Item 2 of the Schedule hereto (hereinafter referred to as “the Client”) of other part.

WHEREAS the Factor is engaged in the business of inter alia, Islamic factoring and has at the request of the

Client agreed to provide an Islamic Factoring Facility in the maximum aggregate amount as stated in the

Factor’s respective Letter of Offer and Acceptance (hereinafter referred to as “Letter of Offer”) based on the

Shariah principles of Tawarruq and Hawalah pursuant to the Letter of Offer and subject to the terms and

conditions herein contained. (hereinafter referred to as "The Factoring Facilities") relating to the Client’s

contract whose details, No. and amount are set out in No. 2 respectively of the Schedule 1 of Appendix 2

respectively hereto upon the terms and conditions hereinafter appearing.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED as follows:

The terms and conditions of the Factor’s respective Letter of Offer and Acceptance (hereinafter referred to as

“Letter of Offer”) the date whereof is set out in Item 3 of the Schedule hereto and which has been duly accepted,

is to be read in conjunction with this Agreement. A copy of the respective Letter of Offer is appended to this

Agreement.

1. THE FACTORING FACILITY

1.1 THE FACILITY

1.1.1 At the request of the Client and subject to the terms and conditions contained in the Letter of

Offer herein contained, the Factor hereby agrees to make available to the Client the Factoring

Facility in the maximum amount as stated in the Letter of Offer upon the perfection of this

Agreement and any other Security Documents hereinafter referred to or upon such other

agreement as may be made between the Factor and the Client and upon the observance and

performance of the undertakings contained herein.

1.1.2 In amplification of the Parties’ intention in respect of the Factoring Facility, the Client hereby

agrees, confirms and acknowledges that this Agreement and any transaction entered into

pursuant to this Agreement shall be in conformity with the requirements of the Shariah.

1.1.3 For the avoidance of doubt, the aggregate amount of the Factoring Facility to be utilized under

this Agreement signed between the Factor and the Client in relation to the Letter of Offer shall

not exceed the maximum amount as stated under the Letter of Offer.

1.2 METHOD OF FUNDING

1.2.1 Under the Shariah concept of Tawarruq and pursuant to the Factor’s factoring procedure, the

Client will purchase the Commodity from the Factor on a deferred payment basis and then sell

the Commodity to a third party in the following manner:

a) APPOINTMENT OF AGENCY

The Client shall appoint the Factor as its agent to perform the following tasks:

i) APPOINTMENT 1:

As agent to purchase Commodity on Murabahah basis from the Factor on

behalf of the Client and to execute the Commodity Sale on behalf of the

Client.

ii) APPOINTMENT 2:

As agent to sell Commodity to the Purchasing Broker on behalf of the Client.

The format for the Appointment of Agency shall be in the form as set out in

the Schedule 3 of Appendix 2 herein.

b) PURCHASE OF THE COMMODITY BY THE FACTOR FROM THE

COMMODITY TRADER

Pursuant to the Purchase Request issued by the Client in notifying the Factor of its

intention to enter into a Commodity Sale whereby the Client agrees to purchase the

Commodity from the Factor at the Factor’s Sale Price, the Factor will purchase the

Commodity from the Commodity Trader at the Factor’s Purchase Price.

c) PURCHASE OF THE COMMODITY BY THE CLIENT FROM THE

FACTOR

Upon confirmation that the Factor’s purchase of the Commodity from the

Commodity Trader has been concluded, the Factor, under the concept of Wa’ad

Mulzim, shall execute the Acceptance of Purchase Request in the form as prescribed

in the Schedule 2 of Appendix 2 hereof to sell the Commodity to the Client on

Murabahah basis at the Factor’s Sale Price which is payable by the Client on

deferred terms. The Factor acting as the Client’s agent will purchase the Commodity

from the Factor and execute the Commodity Sale on behalf of the Client.

d) SALE OF THE COMMODITY BY THE CLIENT THROUGH THE FACTOR

AS ITS AGENT

Pursuant to the Appointment of Agency, the Factor acting as the Client’s agent shall

sell the Commodity to the Purchasing Broker. The Net Advance Amount (as defined

herein) shall be credited into the account of the Client with the Factor or in any other

manner as agreed between the parties.

e) CONFIRMATION OF TRANSACTIONS

Upon the conclusion of the sale of the Commodity to the Purchasing Broker as set

out in Clause 1.2.1 (d) herein, the Factor will issue to the Client the Confirmation of

Transactions which shall form a part of the Murabahah Sale Agreement as per stated

in the Schedule 4 of Appendix 2 herein.

1.2.2 UTILIZATION OF THE FACTORING FACILITY

a) Upon the conclusion of the sale of the Commodity to the Purchasing Broker as set

out in Clause 1.2.1 (d) herein, the Factor shall credit the Proceeds into the account of

the Client with the Factor or in any other manner as agreed between the parties; of

which it shall constitute the disbursement of the Factoring Facility to or for the

benefit of the Client.

b) The Factoring Facility shall be utilized only towards the purpose specified in the

Letter of Offer therein unless otherwise agreed to in writing by the Factor and shall

not contravene the Shariah principles.

1.3 ASSIGNMENT OF DEBT

1.3.1 In consideration of the Factor agreeing to provide/continuing to provide the Factoring

Facilities upon the terms and conditions hereinafter appearing, based on the Shariah principles

of Hawalah, the Client hereby assign to the Factor upon the terms and conditions set out

herein all Debts from time to time owing to the Client by Customers of the Client arising out

of credit sales or otherwise and to complete and deliver to the Factor at least once during each

week (or during such other period) as the parties hereto may from time to time mutually agree

upon an Annexure of all debts owing to the Client and an assignment in such form as may be

mutually agreed upon, provided always, every assignment shall:-

a) be an assignment to the Factor Debts not previously assigned by the Client and

already accepted by the Factor;

b) be accompanied by the original and such number of copies as may be required by the

Factor of the invoice relating to each Debt listed in the Annexure and endorsed as

prescribed in Clause 3(1) herein together with the delivery note and/or such as

evidence as the Factor may require of the delivery of the goods, the carrying out of

the work or the performance of the services in respect of which each Debt has been

incurred;

c) be accompanied by true copies of such contracts, letters or other documents as the

Factor may require; and

d) be in the terms of this Agreement.

1.3.2 The assignment shall clearly specify if any Debt shall be:

a) on abnormal terms or on terms not previously notified to the Factor;

b) on a Customer which is an Associated Company; or

c) on a Customer where there may be monies due to the Customer from the Client or

Associated Company.

1.3.3 In the event that the Debts assigned to the Factor by the Client were transacted prior to the

date hereof such sale shall be made in the same manner as specified in Clause 1.3.1 above or

in such manner as the Factor may prescribed.

1.3.4 The submission of the documents referred to in Clauses 1.3.1 and 1.3.3 herein by the Client to

the Factor shall constitute an assignment by the Client to assign to the Factor its Debts upon

terms and conditions herein contained and each invoice comprised in the Annexure shall be

deemed to be a separate and independent assignment.

1.4 PAYMENT OF THE FACTOR’S SALE PRICE

1.4.1 Pursuant to the Factored debt, the payment of the Factor’s Sale Price shall be made by the

Customer to the Factor on deferred payment basis within the Credit Period as stipulated in No.

11 of the Schedule of Appendix 2.

1.4.2 Where applicable, the Factor may at its absolute discretion vary the terms of payment so as to

ensure the Factor’s Sale Price and other charges (if any) are paid in full upon the due date for

payment of the Factor’s Sale Price.

1.4.3 Upon request of the Client, the Factor at its absolute discretion, may extend the duration for

the payment of the Factor’s Sale Price on such terms and conditions as may be determined by

the Factor provided that Factor’s Sale Price remain unchanged.

1.4.4 All payments to be made shall be in Ringgit Malaysia and in immediately available funds.

1.4.5 If any payment would otherwise be due on a day which is not a Business Day, it shall be due

on the next succeeding Business Day.

1.4.6 All payments to be made by the Client to the Factor under the provisions of this Agreement

shall be made without any set-off or counter claim and free and clear of and without

deduction or withholding for or on account of any taxes, duties, levies, charges, imposts or

any other deduction of whatsoever nature now or hereafter imposed by any competent

governmental or other authority in Malaysia. If the Client is compelled by law to deduct or

withhold any such taxes, levies, imposts, duties, charges or fees, the Client shall pay such

additional amounts as may be necessary in order that the next amounts received by the Factor

after such deductions or withholdings shall equal the amount it would have received had no

such deductions or withholdings been required to be made.

1.4.7 In the event of early settlement of the Factoring Facility, the Factor shall grant the Client ibra’

in accordance with the prevailing formula for the same provided by Bank Negara Malaysia.

2. ACCEPTANCE AND PASSING OF RIGHTS

2.1 The Factor may at its absolute discretion, after making such inquiries as it deems fit, accept any of the

Debts offered to the Factor by communicating its acceptance (verbally or otherwise) to the Client or

any of its officers, servants or agents PROVIDE ALWAYS that the Factor shall not be bound to

accept any Debt if the acceptance would render the aggregate total of the Advance/ Initial Payment of

the Factored debts to exceed the Maximum Advance Limit (Client) and/or the Maximum Advance

Limit (Customer). In the event that the Factor rejects any offer by the Client, the Factor will

communicate its rejection (verbally or otherwise) to the Client and/or return the documents submitted

by the Client without having to assign any reason thereof.

2.2 Upon the acceptance of an assignment by the Factor, all the Client's interest in the Factored debts and

all remedies for enforcing the same including, without limitation of the foregoing, any right of lien, or

otherwise arising in the Client's favour as unpaid seller in relation to any goods in respect of which the

Factored debts have been contracted, shall vest in the Factor together with all rights of stoppage in

transit or diversion of goods in transit or the right of refusal to surrender documents of title thereto

which the Client may from time to time have. The Factor may exercise such rights entirely at its

discretion upon obtaining any information which may in any way affect its or the Client's existing or

subsequent rights in relation to the goods or merchandise or the contract of sale pertaining thereto. It is

hereby expressly agreed that there is no assumption by the Factor of any of the Client’s liabilities and

obligations in relation thereto.

3. NOTICE OF ASSIGNMENT

3.1 The Client shall endorse on the original and every copy of each invoice relating to a Factored debt a

notice to the Customer in the form as the Factor may prescribe from time to time directing that the

proceeds of each invoice shall be paid to the Factor, its agent or to such other account as may be

nominated by the Factor and stating that such payments when made in full by the Customer shall

constitute a valid discharge of such Customer's obligations to make payment to the Client. All such

invoice shall, where practicable, show the name and address of the Customer in full, the amount and

the description of the goods and/ or services provided therefor, the date and the terms and conditions of

sale and payment thereof.

3.2 The Client shall submit a notice addressed to the Customer in a form to be prescribed by the Factor

directing that the proceeds of the invoices already delivered or to be delivered shall be paid to the

Factor, its agent or to such other account as may be nominated by the Factor and stating that such

payment when made in full by the Customer shall constitute a valid discharge of such Customer's

obligation to make payment to the Client.

3.3 Notwithstanding the obligations imposed upon the Client in Clauses 3.1 and 3.2 herein, the Client

hereby agrees that the Factor’s rights, interest or title in the Factored debt or the Factor’s rights against

the Client and/or Customer as provided herein shall subsists and shall not be affected nor prejudiced in

any manner whatsoever due to any omission, illegibility, obliteration or otherwise of the said

endorsement and/or said notice.

4. CHARGES AND PAYMENT

4.1 The Client shall pay to the Factor:

a) Administrative Fee on acceptance of the relevant Debts and the same shall be deducted from the

Invoice Value of the Debt.

b) Profit Charge from the date upon which the Advance/Initial Payment is made until the date of

payment of the Debts by the customer.

c) all costs charges and expenses incurred or estimated to be incurred by the Factor in connection

with and incidental to this Agreement including enforcing the provisions of this Agreement against

the Client and recovering monies due from the Customer, all stamp duty and penalties in respect

thereof payable on assignment and re-assignment of Factored debts and all costs charges and

expenses incurred by the Factor in recovering monies owing in respect of Factored debts

howsoever arising including but not limited to legal cost on a solicitor Client basis.

d) as appropriate all taxes, duties, custom charges and other impositions and any extra ordinary bank

charges in respect of or attributable to the assignment of any Debt and where such payment has

been made by the Factor the Client shall refund or reimburse the Factor accordingly.

5. ADVANCE/INITIAL PAYMENT

5.1 If so requested by the Client and subject always to the due compliance by the Client of any obligations

herein contained, the Factor may at its absolute discretion decide whether or not to make the

Advance/Initial Payment to the Client PROVIDING ALWAYS that the Maximum Advance Limit

(Client) and the Maximum Advance Limit (Customer) are not exceeded. In the event that the Funds in

Use exceeds the Maximum Advance Limit (Client) such difference between the Funds in Use and the

Maximum Advance Limit (Client) shall be payable forthwith by the Client upon demand.

5.2 Notwithstanding clause 5.1 above and in amplification and not in derogation to the rights of the Factor

herein, it is hereby agreed that where there exists any invoice relating to a Factored debt which remains

unpaid by any Customer for the period set out in No. 6 of the Schedule 1 of Appendix 2 hereto from

the date of such invoice or where the amount payable in respect of a Factored debt is disputed by any

Customer for any reason whatsoever, the Factor shall be entitled at its absolute discretion either to

withhold and retain the Advance/Initial Payment until payment in respect of such outstanding invoices

are received in full by the Factor or to utilize the Advance/Initial Payment to set-off against such

outstanding invoices and treat such set-off as deemed payment of the Advance/Initial Payment to the

Client.

5.3 Notwithstanding any of the provisions hereinbefore contained the Factor shall not be obliged to:

a) make such Advance/Initial Payment until so requested or other than by cheque sent by post.

b) make more than one aggregate Advance Initial Payment per week PROVIDED THAT in the event

the amount of such Advance/Initial Payment shall be less than a sum which may be determined by

the Factor at its absolute discretion from time to time the Factor shall not be obliged to make such

Advance/Initial Payment.

c) include in any such Advance/Initial Payment any more moneys which become payable to the

Client less than three (3) days previously.

d) make such Advance/Initial Payment if the Client is in breach of any of its obligations hereunder.

6. MINIMUM ANNUAL ADMINISTRATIVE FEE

6.1 The Client shall pay to the Factor the Minimum Annual Administrative Fee set out in No. 16 of the

Schedule 1 of Appendix 2 hereto per month or such other sum as may be determined by the Factor in

its absolute discretion from time to time being the sum represented by the Client to the Factors as the

sum which will be earned by the Factor in any twelve (12) months period and as inducement and in

consideration of the Factor entering into this Agreement.

6.2 The Factor may at its absolute discretion require the Minimum Annual Administrative Fee to be paid in

advance for the whole year (hereinafter referred to as “the Minimum Annual Administrative Fee

Payable Yearly”) and deposited in a suspense account (free of interest) or to be paid in advance on a

monthly basis calculated prorate in proportion to the Minimum Annual Administrative Fee (hereinafter

to as “the Minimum Administrative Fee Payable Monthly”). In the event that the Minimum

Administrative Fee Payable Monthly is required to be paid by the Client to the Factor, the Client

hereby agrees that the Factor shall be entitled to charge and/ or continue to charge the Minimum

Administrative Fee Payable Monthly notwithstanding that the Minimum Administrative Fee Payable

Yearly for the same relative twelve (12) months’ period has to been paid by the Client and collected by

the Factor.

6.3 Where the Minimum Annual Administrative Fee EXCEEDS the aggregate of Administrative Fee

actually paid to the Factor in respect of the relative twelve (12) months period, the Client shall pay to

the Factor forthwith upon demand the sum (“the annual adjustment”) which together with the said

aggregate of such Administrative Fee equals to Minimum Annual Administrative Fee PROVIDED

THAT if this Agreement is terminated during any year commencing 1

January.

a) due to any default on the part of the Client the whole Minimum Annual Administrative Fee shall

thereupon become payable to the Factor.

b) due to any other cause a proportion (if appropriate) of the annual adjustment calculated pro rata in

respect of the part of the year to which such annual adjustment relates shall thereupon become due

and payable to the Factor AND PROVIDED ALSO that the Factor may from time to time during

any year ending 31

December estimate the amount of annual adjustment payable in respect of

such year and collect any portion or portions thereof during such year (subject to any necessary

adjustment at the end or any such year).

7. ROLLOVER FEE

7.1 Where any Customer fails to pay the Factor the book value of the a Factored debt after the period set

out in No. 13 of the Schedule 1 of Appendix 2 hereto from the date of the invoice relating to such a

Factored debt (hereinafter called “Credit Period”) and which term shall include such other credit

periods as the Factor may from time to time notify the Client in writing, the Factor may without

prejudice to the rights herein provide, levy a Rollover Fee in respect of that debt or any part thereof

until payment is received.

7.2 The Rollover Fee shall be at the rate set out in No. 13 of the Schedule 1 of Appendix 2 hereto on the

invoice value of any a Factored debt which remains unpaid by any Customer after the expiry of the

Credit Period calculated on the amount payable by the Customer on the invoice at the beginning of

each month.

8. RETENTION AMOUNT

8.1 The Factor shall maintain the Retention amount at such appropriate level as it may at its absolute

discretion deem fit but in any event at not less than the margin set out in No. 14 of the Schedule 1 of

Appendix 2 hereto of the Purchase Price of the Debt payable to the Client. The Factor shall have the

right to retain such amount whether before or after any liquidation, receivership or bankruptcy (as the

case may be) on the part of the Client for so long as the Client shall be under an actual or contingent

liability to the Factor either under this Agreement or any other account or in any other way whatsoever

and whether as principal or in any other capacity and whether jointly or severally or in whatever name

style or form. The Factor may draw on the Retention amount at any time to discharge any liability

(however and whensoever arising) on the part of the Client to the Factor for any sums which remain

unpaid in whole or in part whether under this Agreement or otherwise and the Factor shall have

absolute discretion for so long as the Client may be under any such liability as aforesaid to the Factor

as to whether and when any payment shall be made to the Client from the Retention amount.

9. ACCEPTED CUSTOMER

9.1 The Client may submit to the Factor in advance the full name and address of any Customer together

with all such information concerning such Customer and its business with the Client as the Factor may

request and upon receipt of all such relevant information, the Factor shall assess the credit worthiness

of the Customer and the risks, if any, in relation to the business transaction between the Client and such

Customer and the Client agrees that the Factor may make or cause whatever enquiries it deems

necessary. The Factor shall then advise the Client whether or not such Customer is accepted and if the

Customer is so accepted, the Client will further be advised of the Maximum Advance Limits

Client/Customer) and any other terms and conditions which the Factor may impose for the Client

and/or the Customer.

9.2 The Factor may be in respect of any accepted Customer at any time and without assigning any reason

thereof increase or reduce the Maximum Advance Limits (Client/Customer) or vary the terms and

conditions or impose new or additional terms and conditions or withdraw the credit approval entirely

by advising the Client to the effect.

10. COLLECTION FROM CUSTOMERS

10.1 The Factor shall have the sole and exclusive right of collecting and enforcing payment of every Debt

assigned by the Factor and the Client shall not collect and enforce payment except at the Factor's

request.

10.2 The Client shall if requested by the Factor cooperate to procure such collection and enforcement and

agree that for such purpose the Factor and its assigns may institute and conduct legal proceedings in the

Factor’s name and that the Factor shall have full control of such proceedings.

10.3 The Client shall immediately deliver to the Factor any payment whether in cash or cheque or other

Islamic negotiable instrument which the Client may have received from a Customer in or towards

payment of any Factored debts. The Client shall not mark, endorse or otherwise interfere with such

Islamic negotiable instrument unless required by the Factor. Until so delivered, the Client shall hold

and keep separate from the Client’s other monies all such monies cheque or other Islamic negotiable

instrument in respect of a Factored debt as trustee for the Factor. Failure by the Client to comply with

the aforesaid shall render the Client liable to an action for criminal breach of trust.

10.4 If a Customer makes to the Factor a payment on account of his or its indebtedness to the Client which

is not in respect of a Factored debt, the Factor shall be entitled to treat and deem such indebtedness as

being already accepted by the Factor and accordingly the Factor shall be entitled to levy on such

indebtedness all the charges provided herein.

10.5 The Client shall not, without obtaining the Factor's prior written consent, waive or modify any of the

terms of a contract with a Customer relating to the Factored debt, and in particular, but without in any

way detracting from the generality of the foregoing, the Client shall not extend the time of the payment

or give the credit or Customer discounts. Upon the Factor’s written consent being given to a credit or

Customer discount in respect of a Factored debt on which any monies have been paid by the Factor to

the Client, and any credit note issued pursuant to such consent being forwarded to the Factor for

delivery to the Customer, the Client shall forthwith reimburse the Factor the amount of such credit or

Customer discount.

11. ACCOUNTS

11.1 The Factor may maintain such accounts as it may consider appropriate and/or convenient to record

these transactions.

11.2 The Factor may at any time at the factor's absolute discretion set-off any amount due to the factor and/

or its subsidiaries or associated companies from the Client against any amount due from the Factor to

the Client.

11.3 The Factor will render to the Client Monthly Statements of Accounts. Unless within a period of

fourteen (14) days from the receipt of such Statement, the Client notifies the Factor in writing that it

questions the Statement or any part thereof, the Statement shall be deemed to be accurate and

conclusive.

11.4 If any account delivered to the Client under this Clauses shows balance due from the Client to the

Factor, the Client shall immediately pay that amount to the Factor.

11.5 The Factor shall have the absolute right to deal with and apply any credit balance in respect of an

account of any Customer in such manner as the Factor may deem fit.

12. RECORD INFORMATION AND DISCLOSURE

12.1 The Client shall keep proper and accurate books of account relating to all matters connected directly or

indirectly with any Debt and permit the Factor or its representative to have access to all premises of the

Client for the purpose of inspecting all board and other minute books relating to the Client and all

books of account and other documents relating directly or indirectly to any Debt and shall deliver to the

Factor free of charge all or any such documents, or copies thereof, and copies of all copies of all

relevant entries in such books when requested to do so by the Factor.

12.2 The client shall cause a proper audit to be taken of its books of account at least once in each year

during the continuance of this Agreement and within four (4) months after the end of the relative

accounting period forward to the Factor a certified copy of the accounts so audited and any statement

by the auditors attached thereto.

12.3 The Client shall at all times, whether before or after the assignment of a Debt, disclose to or notify the

Factor forthwith all matters of fact and opinion together with any documents in connection therewith, if

applicable, which the Client or its agent or servant may have or subsequently obtain, bearing adversely

upon the credit worthiness of any Customer and the validity of the Debt, arrange for the Factor to see

and interview the Customer if necessary and shall assist the Factor in every way to safeguard its

interest and report to the Factor any information which may come to the knowledge of the Client or its

agent or servant about reclaimed, repossessed or returned merchandise, Customer's claim disputes or

possible disputes and any other matter affecting Debts whether assigned or unassigned.

12.4 The Client shall supply the Factor with monthly, quarterly or interim financial statements relating to its

business and the business of each subsidiary in such form and at such times as the Factor may

reasonably require.

12.5 The Client shall notify the Factor in writing immediately and, where possible, in advance:

a) of any change in the terms upon which the Client contracts for the supply of goods, the carrying

out of work or the performance of services; and

b) of the happening of any event:

i) tending to affect the warranties contained in Clause, 14.1 herein; or

ii) described in Clause 14.2 or Clause 15.2 herein.

12.6 The Client shall give the Factor prior written notice of any financial obligation, conditional or

otherwise, which it enters with anyone.

12.7 The Client shall at all times keep the Factor informed of and provide the Factor with specimen

signatures of all persons authorized to sign on the Client’s behalf, offers and other documents relating

to this Agreement.

12.8 The client shall disclose to the Factor any existing charge on its assets prior to making of each and

every offer under Clause 1.1 hereof and not permit any further charge to be made on its assets without

the Factor's prior consent in writing.

12.9 In relation to Directors of the Client and any Shareholder of the Client, owning ten (10) per cent or

more of the equity capital of the Client, the Client shall within seven (7) days from the date hereof or in

the case of further appointments to the Board of Directors or future transfer of shares within seven (7)

days from the date of such appointment or registration of transfer respectively, inform the Factor of the

name of any business, firm or company in which such Director or Shareholder has any interest

whatsoever.

12.10 The Client shall deliver written notice immediately to the Factor upon any changes in the ownership

and equity capital of the Client and/or upon the Client ceasing to be under the same control as at the

date thereof.

12.11 The Client shall inform the Factor of the name of any company which is an Associated Company of the

Client and thereafter forthwith inform the Factor of the name of any company which becomes or ceases

to be such an Associated Company.

12.12 All documents supplied by the Client to the Factor under this Agreement shall at all times remain the

property of the Factor without any obligation on the part of the Factor to return the same to the Client.

Upon full settlement of the Client's indebtedness to the Factor under this Agreement, the Factor may at

its absolute discretion serve a notice on the Client requiring him to collect such documents from the

Factor within 30 days from the date of such notice, failing which the Factor shall be entitled to deal

with such documents in any manners as the Factor deems fit including without limitation to the

disposing of the same without any liability whatsoever.

13. SERVICES PROVIDED BY THE FACTOR

13.1 During the continuance of this agreement the Factor shall perform a service for the Client comprising,

unless otherwise agreed in writing, the following:

a) the provision within a reasonable period on each occasion when specifically, so requested by the

Client of advice on the credit status of any Customer or proposed Customer PROVIDED THAT

neither the Factor nor any of its employees shall in any circumstances whatsoever be liable to

compensate or pay damages to the Client if advice so given shall be inaccurate or be given

negligently;

b) the mailing to the Customer by ordinary mail of invoices and credit notes if accepted by the Factor

(in accordance with Clause 10.5 hereof) and monthly statements and where necessary collection

reminders in respect of each invoice;

c) the maintenance of a sales ledger;

d) the rendering to the Client of a return in respect of each month giving details of all moneys

outstanding in respect of invoices and age analysis thereof;

PROVIDED ALWAYS that in the event of the Factor shall provide information and or perform

services outside its obligations contained herein, all costs and expenses incurred by the Factor shall be

borne by the Client.

14. WARRANTIES, RECOURSE AND COVENANTS

14.1 Every contract arising from the Factor’s acceptance of any sale made by the Client to sell to the Factor

any Debt shall be deemed to include the following warranties and covenants given by the Client.

a) that the contract between the Client and the Customer under which the Debt arises is valid binding

and enforceable according to its terms;

b) that the contract between the Client and the Customer does not at anything contravene any Shariah

law and principles;

c) that the Client has fully performed its obligations under any agreement giving rise to the Debt and

that the Debt has not been disputed by the Customer and is a bona fide obligation of the Customer

to the Client and arises in the ordinary course of the Client's business;

d) that the amount payable by the Customer in respect of the Debt shall not be less than the Invoice

Value of the Debt;

e) that the Customer is not and shall not be entitled to any counterclaim, set off or defense against the

Client in respect of the Debt and that the Client does not know and would not on reasonable

enquiry know of any facts likely to lead to any such counter-claim, set off or defense;

f) that the Factor shall under the contract obtain a good unencumbered title to the Debt and that the

Debt is not subject to any prior sale, assignment, transfer or encumbrance;

g) that the Customer from whom the Debt is owing has not sought to repudiate or rescind the

contract;

h) that the Customer shall remain solvent;

i) that the Client has not agreed with the Customer for any extension of the contractual time for

payment of the Debt or for any waiver or modification of the terms of contract except as provided

for in this Agreement;

j) that all information, reports and other papers and data furnished to the Factor (including details in

every offer submitted by the Client under Clause 1.1 hereof) are accurate, correct and complete in

all material respect and particulars;

14.2 The Client hereby covenants and agrees in respect of each contract for the Assignment of a Debt to the

Factor that the Client shall not without the Factor's prior written consent at any time sell, assign,

transfer or encumber any Debt assigned under such contract other than to or in favour of the Factor.

14.3 In the event of breach any of the above warranties or covenants in relation to any Factored debt the

Client shall reimburse and repay the Factor the Invoice Value plus all charges payable hereunder.

14.4 The recourse period shall be as set out in No. 10 of the Schedule 1 of Appendix 2 hereto from the date

of invoices(s) or any such other shorter or longer period as may be absolutely decided by the Factor

from time to time or at any time.

15. INDEMNITY

15.1 The Client guarantees that each and every Factored debt shall be paid on the due date and is or are in

accordance with the warranties as stated in Clause 14.1 hereof and to give effect to such guarantee, the

Factor shall be at liberty to act as though the Client was an invoice seller and not surety to the Factor

for all payments guaranteed by the Clients as aforesaid to the Factor and notwithstanding the fact that

the Factor may have given to a respective Customer any time or indulgence.

15.2 If:

a) any Customer shall dispute the validity of or the amount payable in respect of a Factored debt; or

b) any Customer shall institute proceedings to rescind or claim damages for breach of any contract

under which a Factored debt arises; or

c) any Customer makes a counter-claim or set-off in answer to a claim for a Factored debt; or

d) without obtaining the Factor’s prior written consent the Client waives or modifies any terms of the

contract with the Customer in respect of a Factored debt; or

e) any Customer becomes insolvent; or

f) any Customer fails to pay a Factored debt promptly when it becomes due;

Then, and without limitation of any other rights available to the Factor hereunder, the Client shall be

liable to pay the Factor the full amount of the Factored debt or any part Hereof remaining unpaid

together with any moneys payable hereunder and shall if the Factor so requires account to the Factor

for the same after notice in writing of such requirement shall have been sent to the Client. It is hereby

further provided always that when the Client under the provisions of this clause accounts to the Factor

for the moneys owing in respect of the Factored debt of any part thereof remaining unpaid by the

Customer all rights in respect of the moneys owing on the Factored debt and all remedies for the

enforcement of the same which may have been assigned to the Factor shall be deemed to be equitably

reassigned by the Factor to the Client and if the Factored debt has been legally assigned to the Factor

under the provisions here before contained the Factor shall if so required by notice in writing by the

Client execute a legal reassignment to the Client of the Factored debt at the Client’s expense.

15.3 The Client further agrees that if any of the warranties and covenants as contained in Clause 14.1 hereof

have been broken or if the Client is liable under the guarantee as contained in Clause 15.1 hereof, the

Factor in lieu of enforcing or further enforcing the Client’s obligations hereunder in respect thereof,

may by written notice to the Client require the Client to pay to the Factor the Funds in Use and the

Client agrees to pay and satisfy to the Factor the said Funds in Use on written demand.

15.4 In the event of breach of Clause 15.2 and 15.3 hereof and the same having been remedied by the Client,

and upon the Factor reassigning to the Client the invoice in respect of the Debt in which the breach or

breaches occurred, if applicable, the Factor may at its absolute discretion reaffirm or reactivate this

Agreement as if such breach or breaches did not occur.

16. OBSERVANCE OF PROCEDURE

16.1 The Client shall observe any procedure that may at any time and from time to time be stipulated by the

Factor for the performance of this Agreement in such manner as the Factor may require and deliver

such documents as the Factor may require including but not limited to and without prejudice to the

generality of the foregoing, notices of assignment of the benefit of the Factored debts and such proof as

the Factor shall require that the said goods and/ or services relating thereto have been delivered and/ or

performed.

17. OPENING OF ACCOUNT

17.1 Upon the execution of this Agreement and the Client’s opening of any Islamic account with any bank,

the Client shall deliver to the Factor a letter in a form specified by the Factor in respect of each such

account duly completed and signed by or on behalf of the Client. The Client hereby irrevocably

authorizes the Factor to furnish to the Client’s bank such information as the Client’s bank may require

in relation to the Client’s Islamic account with the Factor and to request and to receive from the

Client’s bank such information as the Factor may require from the Client’s Islamic account with the

Bank.

18. DEBENTURE

18.1 The Client shall execute a debenture upon request by the Factor giving the Factor a fixed and floating

charge on all its assets in such form as the Factor shall require as security for payment of all sums due

or becoming due from the Client to the Factor under this Agreement and the Client shall not create any

mortgage or charge on any of its assets ranking in priority to or pari passu with the said fixed and

floating charge without the previous consent in writing of the Factor.

19. TAKAFUL

19.1 At the absolute discretion of the Factor, the Client shall insure and keep insured goods and materials in

relation to the Factored debt with any takaful operators against loss and damage by fire, lightning,

tempest, flood, riot, civil commotion, strike, theft, burglary, malicious acts and such other risks as the

Factor may require from time to time, in the full amount of the insurable values, with such takaful

operator as may be acceptable to the Factor under a policy or policies of takaful on the first day on

which the same ought to be paid and, if required by the Factor deliver to the Factor forthwith on

demand, the policy or provided that if the Client shall default in effecting, maintaining or renewing any

takaful in accordance with this clause, it shall be lawful for but not obligatory upon the Factor to effect,

maintain and renew such takaful at the costs and expenses of the Client and without prejudice to the

rights remedies of the Factor upon such takaful as aforesaid as the Factor may think fit.

19.2 Any moneys received by the Client from any takaful aforesaid whether effected by the Factor or the

Client shall be applied in or towards making good the loss or damage in respect of which the moneys is

received or, as the Factor may decide, in or towards discharge of the Funds in Use or holding such

insurance moneys in the meantime in trust for the Factor. It is hereby further provided that if within

fourteen (14) days of receipt of written notice the Client shall not have produced to the Factor any

information relating to the Client’s account which the Client is required by the Agreement to produce

to the Factor shall have power to appoint at the cost of the Client accountants who shall be deemed to

be the Factor’s representative for the purpose hereof and subject to the rights of termination provided

herein.

20. GENERAL

20.1 By this Agreement the Client hereby grants to the Factor the sole and exclusive right to factor its Debts

and whilst this Agreement continues, the Client hereby agrees and covenants that it shall not without

the Factor’s prior written consent at any time sell, encumber, assign or transfer any Debt to any other

person.

20.2 The Client hereby agrees to indemnify and keep the Factor indemnified against any claim of

whatsoever nature including costs and legal expenses on a Solicitor-Client basis made against the

Factor by a Customer or other persons or entity in any way relating to goods sold or supplied or

services rendered by the Client or otherwise howsoever arising out of this Agreement of any

transaction effected hereunder.

20.3 No forbearance or indulgence or concession granted by the Factor to the Client or to any Customer will

in any way discharge the Client from its liabilities to the Factor under this Agreement or constitute

effected a waiver thereof or establish a precedent.

20.4 No failure or delay by the Factor in exercising any right, power or privilege hereunder shall operate as

a waiver thereof nor shall any single or partial exercise of any right, power or privilege by the Factor

preclude any of its further exercise thereof or its exercise of any other right, power privilege. The rights

and remedies herein provided to the Factor are cumulative and not exclusive of any rights and remedies

provided by the law.

20.5 The Factor shall be entitled to deduct from any moneys owed by it to the Client whether under the

terms hereof or otherwise any moneys due from the Client or the Customer to the Factor whether under

the terms hereof or not and if the amount of the moneys due is not known the amount hereof as

estimated by the Factor may be so deducted.

20.6 All moneys received by the Factor in respect of a Debt shall to the extent that they do not exceed the

same be deemed to have been received in payment of any such sum due to the Factor in respect of any

Debt forming part thereof. Any payments made by any third party or third parties to the Factor in or

towards the account of the Client’s indebtedness to the Factor shall be deemed to be fully authorized or

approved by the Client and the Client shall at all times save harmless and keep the Factor indemnified

against any and all claims, demands, expenses, costs and proceedings which may be brought by such

third party or third parties.

20.7 The Factor shall be entitled at its absolute discretion institute proceedings against the Customer for the

recovery of any moneys owing in respect of a Factored debt and shall not in any event be bound to

institute or prosecute such proceedings unless it considers that such proceedings will result in the

recovery of such moneys and unless the Client shall if so required have provided to the Factor such

security as may in the Factor's estimation be sufficient to cover the costs which be incurred by the

Factor for the purposes or in consequence of such proceedings. The Client further agrees that all costs

paid or payable by the Factor in respect of any proceedings instituted against any Customer in respect

of any Debt shall on demand be repayable by the Client to the Factor and in any such proceedings the

Client shall render the Factor every assistance.

20.8 It is hereby agreed that the Client is not a legal representative nor an agent of the Factor in any respect

and is not authorised to assume or create obligations of any kind on behalf of the Factor, or make any

promises or representations in the Factor's name. The Client's activities shall be limited to this

Agreement.

20.9 The Client shall indemnify the Factor in respect of any loss arising from or occasioned by any

Governmental prohibition, restriction, regulation or moratorium having the effect of temporarily or

permanently preventing payment of all or any part of a Debt.

21. RESTRICTIONS

21.1 The Client hereby declares, covenants, warrants and undertakes that the Client shall not at any time

during the period of this Agreement without prior written consent from the Factor lend money to any

third party or parties and for this purpose but without prejudice to the generality thereof the lending of

money shall include:

a) the making of any agreements whereby the Client may become liable to make payment to or on

behalf of any third party other than for goods or services supplied to it in the normal course of its

business or manufacture and sale;

b) payment or the assumption of liability to make payment for such goods or services in advance of

the delivery or rending thereof as the case may be;

c) the giving of any Guarantee or entering into any contract of Suretyship in respect of any liability of

any third-party immediate future or contingent;

d) the subscription for or the taking of an option on share or loan capital of any class of description.

e) the granting of credit facilities in respect of goods or services supplied for any period in excess of

three (3) months after the end of the month in which such goods or services have been supplied.

21.2 NOTWITHSTANDING the provisions of Clause 1.1 and 1.2 the client shall not assign to the Factor

any Debt relating to any subsidiary and/or related company of the Client as defined by the Companies

Act 1965 unless with the prior consent of the Factor.

21.3 The Client hereby declares, covenants, warrants and undertakes that the Client shall not at any time

during the period of this Agreement without prior written consent from the Factor:

a) change or permit a change in the control of the Client or its ownership, shareholders, directors or

corporate structure and/or undertake a scheme of reconstruction or merger which would affect the

Client’s business, assets or condition; or execute any further charge or debenture in relation to its

borrowings or borrowings by any of its subsidiary or associate company or any third party.

22. RIGHT OF VARIATION

22.1 The Factor may alter the basic terms of this Agreement by giving to the Client notice in writing of such

altered terms and upon the expiration of such notice such altered terms shall form part of the

Agreement in substitution for the terms which have been altered and the Agreement shall in such

altered form be in full force and effect.

22.2 In amplification and not in derogation to the foregoing and notwithstanding the provisions relating to

the Administration Fee, Minimum Annual Administration Fee, Additional Administration Fee, Profit

Rate and/or any other charges as herein provided, the Factor shall be entitled at any time and from time

to time to vary at its absolute discretion such Administration Fee, Minimum Annual Administration

Fee, Additional Administration Fee, Profit Rate and/or any other charges as herein provided by serving

a notice in writing to the Client of such of its intention and such amended Administration Fee,

Minimum Annual Administration Fee, Additional Administration Fee, Profit Rate and/or other charges

as herein provided shall be payable as forthwith as from the date specified in the said notice.

23. DURATION

23.1 This Agreement shall commence from the date hereof and shall continue in force until determined:-

a) at any time by the Factor forthwith by giving to the Client written notice without the provision of

any reasons thereto and without prejudice to the rights of the Factor in respect of any antecedent

breaches;or

b) by the Client giving to the Factor not less than three (3) months written notice without the

provision of any reasons thereto

23.2 Without prejudice to the provision of Clause 23.1 (a), it is hereby further agreed that if the Client

shall:-

a) contravene any of the terms of this Agreement; or

b) sell or dispose of the whole or any substantial part of its undertaking property and assets; or

c) cease to be under the same control as at the date hereof: or

d) goes into liquidation otherwise than on insolvency; or

e) make or seek to make any arrangements with its creditors or become insolvent and for this purpose

the Client shall be deemed to become insolvent if and as soon as being a Company, it suffers the

appointment of a receiver or an interim liquidator in respect of the whole or any part of its assets or

the presentation by the petitioner or the making of an order or the passing of an effective resolution

for winding up (other than a members voluntary winding up);

f) or suffers any distress or execution to be levied; or

g) threatened judgment to remain unsatisfied for more than seven (7) days; or

h) being an individual or a firm he or any partner in the firm becomes bankrupt or enters into any

composition or arrangement with creditors generally or has a receiving order in bankruptcy made

against him or his estate is sequestrated;

Then the Factor shall in its absolute discretion has the right to terminate this Agreement forthwith

without notice and such discretionary right shall not have been lost in the event of the Factor

temporarily in lieu of such right of termination varying the rate of the Advance/Initial Payment as

defined herein.

23.3 In the event of notice in writing to determine having been delivered in accordance with Clause 23.1

hereof by either party it is hereby agreed and declared between the parties that the Factor in its sole

discretion shall be entitled not to fulfill its obligation under Clause 5.1 hereof and the Factor shall be

entitled to continue charging all Profit Rate, Additional Administration Fee, Minimum Annual

Administration Fee and/or any other charges as provided in this Agreement until the Client's Funds-In-

Use is fully settled and the Factor may retain as security and/or utilize any amount received by it in

respect of any Debt (whether such Debt is a Assigned or Unpurchased Debt) towards the reduction of

the Client's Funds-In-Use.

23.4 Termination of this Agreement whether under Clause 23.1 or 23.2 hereof shall not affect any

obligations of the Client in relation to any Debt assigned prior to such termination and the provisions of

this Agreement shall continue to bind the Client so far and so long as may be necessary to give effect to

such obligations. IN ADDITION to the rights of the Factor provided herein, the Factor may at its

absolute discretion on the date of such determination reassign to the Client any Factored debt provided

that the Advance/Initial Payment paid in respect of such Factored debt together with all other amounts

previously paid by the Factor to the Client shall have been paid by the Client in full and the Factor may

withhold any payment which would otherwise be due to the Client until the Client has complied with

all its obligations hereunder.

23.5 FORCE MAJEURE

a) The Force Majeure party shall within fourteen (14) Business Days of the occurrence of the

Majeure event, give written notice to the other Party stating the nature of the Force Majeure

event, its anticipated duration and any action being taken to avoid or minimize its effect.

b) Longer duration than is reasonably required and the Force Majeure party shall use best endeavours

without being obligated to incur any material expenditure to remedy inability to perform;

provided, however, If any Party shall be or becomes incapable for a period of six (6) months

of performing any of its said obligations under this Agreement because of force majeure as

defined in this Agreement.

c) Such failure to perform would constitute a breach of this Agreement in the absence of such event

of Force Majeure, the Parties shall meet and discuss in good faith any amendments to this

Agreement to permit the other Party to exercise its rights under this Agreement. If the Parties are

not able to agree on such amendments within thirty (30) Business Days and if suspension of

performance continues, such Party may terminate this Agreement immediately by written notice to

the Force Majeure party, in which case neither Party shall have any liability to the other except for

those rights and liabilities that accrued prior to the date of termination.

24. POWER OF ATTORNEY

24.1 The Client hereby irrevocably appoints the Factor and the General Manager or the Officer in Charge of

the Factor for the time being of the Factor jointly and each of them severally to be the true and lawful

Attorney or Attorneys or in the name and on behalf of the Client to execute make and do all assurances

instruments endorsements acts and things necessary or desirable for giving to the Factor or perfecting a

valid and effective assignment of the Client’s right in respect of all or any Debts to deal in any manner

whatsoever with the goods or services to which such Debts relate or the property therein and to deal

with or negotiate any moneys cheques and negotiable instruments delivered in payment of moneys due

in respect thereof and to discharge on behalf of the Client sums due by the Client to any third parties

PROVIDED THAT at the time of such discharge that third party is a Client of the Factor under a

Factoring Agreement in which event the Factor shall be entitled immediately to debit the account of the

Client with the Factor for the total amount of such sum or sums so discharged.

25. ASSIGNMENTS

25.1 The client shall whenever requested by the Factor in writing to do so forthwith at the Client’s cost,

execute, stamp and deliver to the Factor a deed in a form approved by the Factor assigning to the

Factor any Factored debts together with the benefit of all guarantees or other securities for or in respect

of the same and shall if requested by the Factor forthwith give notice in writing of such assignment to

any Customer whose debt is thereby assigned.

26. NOTICE AND LEGAL PROCESS

26.1 NOTICE

a) Any notice or communication under or in connection with this Agreement may be in writing and

shall be delivered personally, or by ordinary post, facsimile to the party’s address herein or at such

other address as the recipient may have notified to the other party hereto in writing.

b) Proof of posting or dispatch of any notice or communication to the Client shall be deemed to be

proof of receipt:

i) the case of delivery by hand, when so delivered;

ii) If posted, after the expiration of three (3) Business Day from the date it was posted;

iii) In the case of a facsimile, at the time the transmission report is received by the sender which

purports to confirm that the addressee has received such facsimile which shall be a Business

Day.

c) No change in the address for service howsoever brought about shall be effective or binding on the

Factor unless actual notice of such change has given to the Factor.

26.2 SERVICE OF LEGAL PROCESS

Without prejudice to any other forms or service allowed in law, the service of any writ, summons,

statement of claim or any legal process in respect of or arising out of this Agreement may be effected

on the Client by forwarding a copy of the writ, summons, statement of claim or other legal process by

registered post to the registered office address as herein mentioned or to the last known address of the

Client.

27. CONSENT AUTHORIZATION UNDER THE PERSONAL DATA PROTECTION ACT

(PDPA)

27.1 The Client hereby agrees that the Factor may process the data of the Client and its authorized

signatories and its guarantors/directors/partners/shareholders/ proprietors/ or key personnel of the

company/business. And where applicable, the Client shall assist the Factor to secure the consent from

the relevant persons for the Factor to conduct credit and trade reference checks on them as and when

needed.

27.2 The Factor reserves the right to terminate this Agreement in the event such required cannot be secured

for the credit and trade checking.

By this consent, the Factor

a) may conduct credit checks on the Client, its authorized and its guarantors/ director/ partners/

shareholders/ proprietors or key personnel with any business entity/ies for bona fide trade checking

and/or any credit reporting agency/ies now or at any future time for anyone or more of the

legitimate purposes exist, namely the opening of account; credit/account evaluation; credit

/account review; credit/account monitoring; debt recovery purposes; legal documentation

consequent to an agreement or facility granted etc (hereinafter referred to as “legitimate interest”).

b) may use the monitoring applications and obtain new information and updates on the Client and its

guarantors/directors/partners/shareholders/proprietors or key personnel as long as any of the

legitimate interests exist.

c) may disclose any information about the company/business including the conduct of the account or

the business account to any business entity/ies for bona fide trade checking at any time.

d) may contact the Client with regards to any new offerings of any related product/ services by the

Factor.

e) may use the Client’s data for the purpose of statistical and marketing analysis on the related range

of product/ services by the Factor.

27.3 The Client, hereby agrees and acknowledge that the Factor reserves the right to suspend, terminate,

cancel this Agreement in the event, the required consent/s from the Client, guarantors/ directors/

partners/ shareholders/ proprietor or key personnel of the company/business could not be secured by

the Factor to enable due diligence processes to be conducted by the Factor.

28. VARIATION OF THIS AGREEMENT

In view of the implementing of the Personal Data Protection Act 2010 and the Credit Reporting

Agencies Act 2010, the Agreement may be varied in whole or in part accordingly to comply with the

Laws when the same takes effect.

29. LAW APPLICABLE

29.1 This Agreement shall be governed and construed in all respects in accordance with the laws for the

time being in force in Malaysia. In the event of any dispute arising hereunder any legal proceedings

resulting therefrom shall be instituted in the Law Courts at Kuala Lumpur.

30. JURISDICTION

30.1 In the event of any dispute in respect of any matter arising out of this Agreement leading to litigation,

the Court of Malaysia or the exclusion of any other Court shall have jurisdiction to hear and determine

any action arising thereof.

31. COST

31.1 The Client shall indemnify the Factor in respect of:

a) all cost fees expenses and other charges legal or otherwise including stamp duty and cost of

solicitors appointed by the Factor on a solicitor and own client basis, of or connected with the

preparation execution and registration of this Agreement or any charges, pledges, guarantees or

other documents required by the Factor under the provisions of this Agreement.

b) all legal fees as between solicitors and clients and other costs and disbursement incurred in

connection with demanding and enforcing payment of moneys due hereunder or otherwise

howsoever in enforcing any the covenants undertaking stipulations terms conditions or provisions

of this Agreement.

32. SUPERSEDING AGREEMENT

32.1 This Agreement shall supersede all previous agreements/arrangements between the Factor and the

Client in respect of Factoring Facilities extended to the Client PROVIDED ALWAYS it is hereby

agreed by the parties hereto that the provisions herein shall apply to any any Debt assigned under any

previous agreement/ arrangement subsisting between the Factor and the Client prior to the date of this

Agreement.

33. TIME

33.1 Time wherever mentioned in this agreement shall be of the essence.

34. SUCCESSORS IN TITLE

34.1 This Agreement shall be binding on the legal representatives, successors in title, assigns and heirs of

the parties hereto.

35. LETTER OF OFFER AND ACCEPTANCE

35.1 The terms and conditions in the respective Letter of Offer are in addition to and are to be read together

with terms and conditions herein.

35.2 In the event of any conflict or inconsistency between the provisions of the respective Letter of Offer

and the provisions herein, the latter shall prevail save that any provision which are additional to or in

implication of the provision of this Agreement are excluded from the operation of this clause.

36. VARIATION AND ADMENDMENT

36.1 It is hereby agreed that the terms and conditions herein and in the respective Letter of Offer may be

varied or amended by the Factor and new terms and conditions may be imposed by the Factor at its sole

and absolute discretion at any time and without giving any reasons thereof by giving the Client due

notice of such variations or amendments and thereupon such variations or amendments shall take effect

from the date specified in such notice.

37. STAMP DUTY DECLARATION

IT IS HEREBY AGREED AND DECLARED that the Transaction Documents and the Security

Documents are all instruments employed in one transaction relating to the Indebtedness and for the

purpose of Section 4(3) of Stamp Act, 1949, (Consolidated and Revised in 1989), the Factoring

Agreement shall be deemed to be the principal instrument and the other Transaction Documents and

the Security Documents shall be the secondary or subsidiary instruments. Stamp duty payable on this

Assignment, the other Transaction Documents and the Security Documents, if any, shall be paid by the

Assignor.

38. DEFINITION

“Administration Fee” means in relation to Factored debt, the charge payable under Clause 4.1 (a)

herein and calculated at the rate set out in Item 14 of the Schedule hereto of the Purchase Price or

such other rate or rates as may be notified by the Factor in writing to the Client from time to time.

“Annexure” means an Annexure delivered pursuant to Clause 1.1 hereof.

“Associated Company” means a company which the Client directly or indirectly owns any of its

issued equity share or a company which directly or indirectly owns any of the issued share capital of

the Client or any company firm or business of which any director of the Client is a partner in or which

he has an interest (whether directly or indirectly) in Ten Per Centum (10%) or more of its issued share

capital or equity holding or its assets.

“Factored debt” means a Debt accepted by the Factor in accordance with Clause 2.1 hereof.

“Advance/Initial Payment” means in relation to a Debt, an amount allowed at the Factor’s discretion

but in any event not exceeding that portion of the Purchase Price of the Debt set out in Item 12 of the

Schedule hereto less:

a) the Administration Fee

b) any credit given by the Client.

“Commencement Date” means the date upon which this Agreement commences in accordance with

Clause 23.1 hereof.

“Customer” means the party liable to make payment in respect of the transaction to which a Debt

relates and shall include any accepted Customer in accordance with the Clause 9.1 hereof.

“Debt” means the existing and future right to receive payment and all other rights in respect of a

transaction being a sale made work done or a service rendered by the Client and all rights in respect of

any goods which are the subject of such transaction and in respect of which payment is made from or

any part thereof which has been approved by the Factor in accordance with the provisions of Clause 2.1

hereof and all documentations relating thereto.

“Funds In Use” means the aggregate balance of payments made to the Client plus all other debit

charges less any payments received from Customer and/or any other credit charges.

“Hawalah” means the Shariah principle of assignment or transfer of debt.

“Ibra’” means rebate as provided in the Ibra’ guideline issued by Bank Negara Malaysia in accordance

with clause 4.1 hereinafter.

“Invoice Value” in relation to a Debt means the gross invoice value of the Debt.

“Laws” includes statutes, orders, decrees, ordinances, subsidiary legislation, governmental directives

and regulations.

“Maximum Advance Limit (Client)” means the client’s maximum debit balance outstanding in the

Funds in Use Account permitted and predetermined by the Factor at its absolute discretion.

“Maximum Advance Limit (Customer)” means the maximum sum that may be advance to Client for

purchasing Debts in respect of individual Customers permitted and predetermined by the Factor at its

absolute discretion.

“Murabahah” means the Shariah principle of sale based on cost plus profit whereby the profit margin

has to be disclosed to the purchaser.

“Murabahah Sale Agreement” means the Murabahah Sale Agreement entered into between the

Client and Factor as further set out in the Schedule 4 of Appendix 2 herein.

“Net Advance Amount” means the proceeds shall later be deducted with others payable fee due by the

client to the factor that shall be known as Net Advance Amount. The Net Advance Amount shall be

credited into the account of the Client with the Factor or in any other manner as agreed between the

parties.

“Proceeds” means the amount equivalent with the sale of the commodity to any third party by the

Factor who is acting as an agent of the Client, of which such amount constitutes the Factoring Facility

amount subject to the Maximum Advance Limit (Client).

“Profit Rate” in relation to each Debt means the charge payable under Clause 4.1 (b) herein and

calculated at the monthly rate set out in No. 12 of the Schedule 1 of Appendix 2 of the Schedule hereto

on the daily balance of the Funds In Use payable at the end of each month or such other rate or rates as

may be notified by the Factor in writing to the Client from time to time.

“Purchasing Broker” means any third party to whom factor, acting on behalf of the Client, may sell

the Commodity.

“Rahn” means a contract between a pledgor (rahin) and a pledgee (murtahin) whereby an asset is

pledged as collateral (marhun) to the pledgee to provide assurance that the liability or obligation

against the pledgee will be fulfilled as per underlined by Bank Negara Malaysia.

“Retention Amount” in relation to an amount means the balance of invoice amount subtracted with

respect to approved Factor Sale Price and the reserve to be held by the Factor for the Client’s account

based on the Shariah principle of Rahn/Amanah subject as hereinafter provided, against sums from

time to time owing or contingently owing by the Client to the Factor in connection with this Agreement

or otherwise (as more particularly defined in Clause 8.1 hereof).

“Rollover Fee: in relation to a Factor Debt means the charge payable in accordance with the Clause 7.2

hereof.

“Security Documents” means Guarantee and Indemnity, Deed of Assignment, Notice of Assignment

and any other security documents as may be determined by the Factor from time to time.

“Shariah” means the laws of Islam in any recognized sect.

39. INTERPRETATION

39.1 In this Agreement where the context as admits:

a) The expression “the Factor” and “the Client” include the respective successors in title personal

representatives and assigns of the Factor and the Client and where two or more persons are

included in either expression the Agreement binds such persons jointly and severally.

b) Words importing the masculine gender also includes the feminine and neuter gender and vice

versa.

c) Words importing the singular number also includes the plural number and vice versa.

d) The provisions of this Agreement shall each be read and construed to have separate legal effect

as was agreed to separately and the invalidity of any provisions shall not affect the legality or

enforceability of the others.

[The rest of this page has been intentionally left blank]

IN WITNESS WHEREOF the parties hereto have hereunto set their hands/affixed their Common Seal the day

and year first above written:-

SIGNED for and on behalf of )

IKHLAS AL DAIN SDN. BHD. )

(CO. NO.: 201001018379 / 902085-X) )

)

was hereunto affixed )

in the presence of:- )

*The Common Seal of )

____________________________

SIGNED for and on behalf of )

[CLIENT NAME] )

(CO. NO. [TO INSERT]) )

)

was hereunto affixed )

in the presence of:- )

NAME

[TO INSERT]

NRIC NO.

[TO INSERT]

DIRECTOR

NAME

[TO INSERT]

NRIC NO.

[TO INSERT]

DIRECTOR

* Signed by

)

the duly authorized signatory for and )

on behalf )

)

in the presence of:- )

NAME

RAZIF MOHAR BIN FADZLI NATHAN

NRIC NO.

640601-10-9227

CHIEF EXECUTIVE OFFICER

ATTESTATION

I, ___________________________________________________an Advocate and Solicitor of the High Court

of Malaya and practicing at ____________________________ hereby certify that on the ______________ day

of _______________the Common Seal of _______________________________________________________

was duly affixed to the above written instrument in my presence in accordance with the regulations of the

Company.

Witness my hand

………………………………………………………

Advocate & Solicitor

APPENDIX 1

SCHEDULE

ITEM

MATTER

PARTICULARS

Date of this Agreement

[To Insert]

Name

[Client Name]

(Co. No.: [To Insert])

Name and particulars of

Client

Registered

Address

[Address]

Business

Address

[Address]

Date of Letter of Offer and

Acceptance

[To Insert] and subsequent Letters of Offer and Acceptance issued

hereinafter.

Maximum Advance Limit

RM [To Insert] subject to the Disbursement Conditions as stated

herein.

APPENDIX 2

SCHEDULE 1

DRAWDOWN NOTICE

Date: [To Insert]

From: IKHLAS AL DAIN SDN. BHD.

(CO. NO.: 201001018379 / 902085-X)

Lot 4.1, Level 4, Menara Lien Ho

No. 8 Persiaran Tropicana, Tropicana Golf & Country Resort

47410 Petaling Jaya, Selangor.

To: [CLIENT NAME]

(CO. NO.: [To Insert])

[Client Address]

Dear Sirs,

RE: NEW DRAWDOWN

Tawarruq and Hawalah Factoring Agreement dated [To Insert] (“Factoring Agreement”)

Unless provided otherwise, the terms herein shall bear the same definition as in the Factoring Agreement.

With reference to the prevailing Letter of Offer (as amended or supplemented from time to time, the “Letter of

Offer”) and Factoring Agreement, we hereby give you notice that we wish to draw down an Advance as follows:

NO.

PARTICULARS

Date of Factoring Agreement: [To Insert]

Date of Letter of Offer: [To Insert]

The Contract Details:

[To Insert]

Contract No.

: [To Insert]

Contract Amount

: [To Insert]

Invoice Details

Invoice No.:

Invoice Date:

Use of Proceeds

(Recitals & Clause 1.2.2(b))

To purchase commodity at the price of [To Insert]

Proceeds

[To Insert] only.

Advance/Initial Payment

Up to 80% of the Factored Debt.

The margin stipulated above is subject to changes at our sole discretion.

We reserve the right to withhold any Advances at our sole discretion.

Net Advance Amount

[To Insert] only.

Factor’s Purchase Price

[To Insert] only.

Factor’s Sale Price

[To Insert] payable by the client to the Factor in the following manner:-

progress payment based on the Schedule of payment to be issued by the Factor to the

Client which shall be mutually agreed between the parties on the arrangement

between the Factor and Client.

cash payment/ lump sum

Invoice / Assigned Receivables (*if payment is made by way of Invoice / Assigned

Receivables, to insert Ref. No. of those)

Recourse Period

Maximum of 90 days after expiry of the Credit Period and shall be at the sole discretion of

Ikhlas.

We reserve the right to withhold utilization of any undrawn balance if any advances made

under your account remains unpaid beyond the Recourse Period.

Credit Period

Not exceeding 90 days from date of invoice(s).

We reserve the right to withhold utilization of any undrawn balance if any advances made

under your account remains unpaid beyond the Credit Period.

Profit Rate

[To Insert] per month calculated on a daily basis or such other rate as may be prescribed by us

from time to time at our sole discretion.

Rollover Fee

[To Insert] per month on gross invoice value which remain unpaid after expiry of the Credit

Period.

Minimum Retention Amount

An amount means the balance of invoice amount subtracted with respect to approved Factor’s

Sale Price.

Administrative Fee

[To Insert] Flat of the Factored Debt.

Minimum Annual Administration Fee

[To Insert] only.

Enclosed herewith are the following supporting Shariah related documents for your execution:

1. Purchase Undertaking;

2. Appointment of Agents; and

3. Murabahah Sale Agreement.

Kindly return to us the executed documents for our further action.

Thank you.

for and on behalf of

IKHLAS AL DAIN SDN. BHD.

(CO. NO.: 201001018379 / 902085-X)

……………………………………………………

Name : Razif Mohar Bin Fadzli Nathan

Designation: Chief Executive Officer

Date : [To Insert]

SCHEDULE 2

PURCHASE REQUEST AND UNDERTAKING

Date : [To Insert]

IKHLAS AL DAIN SDN. BHD.

(CO. NO.: 201001018379 / 902085-X)

Lot 4.1, Level 4, Menara Lien Ho

No. 8 Persiaran Tropicana, Tropicana Golf & Country Resort

47410 Petaling Jaya, Selangor

Dear Sirs,

RE: Tawarruq and Hawalah Factoring Agreement dated [To Insert] (“Factoring Agreement”)

Unless provided otherwise, the terms herein shall bear the same definition as in the Agreement.

I, [Client Name] (Co. No.: [To Insert]) of [Address] HEREBY IRREVOCABLY AND

UNCONDITIONALLY REQUEST AND UNDERTAKE that I shall purchase from you the Commodities

based on the following details:-

Factor’s Sale Price: [To Insert]

Yours faithfully,

________________________________

Name : [To Insert]

NRIC No.: [To Insert]

[The rest of this page has been intentionally left blank]

SCHEDULE 3

APPOINTMENT OF AGENTS

Date: [To Insert]

From: [CLIENT NAME] [“the Client”]

(CO. NO.: [TO INSERT])

[Address]

To: IKHLAS AL DAIN SDN. BHD.

(CO. NO.: 201001018379 / 902085-X)

Lot 4.1, Level 4, Menara Lien Ho

No. 8 Persiaran Tropicana, Tropicana Golf & Country Resort

47410 Petaling Jaya, Selangor

Dear Sirs,

RE: TAWARRUQ AND HAWALAH FACTORING AGREEMENT DATED [TO INSERT]

(“FACTORING AGREEMENT”)

- Appointment as Agent to Purchase Commodity

We refer to the above matter and to the Agreement.

1. Terms defined in the Factoring Agreement shall have the same meaning herein.

2. Agency to Purchase:

We hereby irrevocably appoint you to be our agent restricted to conclude the purchase of the

Commodity from the Factor at the price equivalent to the Factor’s Sale Price and take the delivery of

the Commodity (by way of constructive possession) of the Commodity on our behalf.

3. You shall at all times act as our undisclosed agent and shall:

a) be authorised to sign and execute all documents and do all acts and observe and perform all

obligations required to be done in connection with the appointment as agent, or imposed under

any agreement of purchase of the Commodity pursuant to paragraph 2 above, from the Factor

itself;

b) be authorised to delegate its rights and duties as an agent herein to any third party to do all

acts necessary for the completion of the required transactions; and

c) be required to do all the administration duties regarding the holding and the purchase of the

Commodity thereof.

4. We shall be bound by any contract or agreement entered into or to be entered into by you with the

Factor for the purpose of the purchase of the Commodity on our behalf.

5. We hereby undertake to indemnify you from any losses, costs, expenses or damage that you may suffer

or incur as a result of fulfilling your agency function as set out above.

Thank you.

Yours faithfully,

………………………………

Authorised Signatory

Name : [To Insert]

Designation: [To Insert]

FORM OF ACKNOWLEDGEMENT OF THE APPOINTMENT AS AGENT TO PURCHASE UNDER

THE APPOINTMENT AS AGENT

RE : ACKNOWLEDGEMENT OF THE APPOINTMENT OF AGENT TO PURCHASE

We hereby accept the appointment as agent pursuant to the Appointment as Agent for the Client dated [To

Insert].

for and on behalf of

IKHLAS AL DAIN SDN. BHD.

(CO. NO.: 201001018379 / 902085-X)

……………………………………………………

Name : Razif Mohar Bin Fadzli Nathan

Designation: Chief Executive Officer

Date : [To Insert]

[The rest of this page has been intentionally left blank]

Date: [To Insert]

From: [CLIENT NAME] [“the Client”]

(CO. NO.: [TO INSERT])

[Address]

To: IKHLAS AL DAIN SDN. BHD.

(CO. NO.: 201001018379 / 902085-X)

Lot 4.1, Level 4, Menara Lien Ho

No. 8 Persiaran Tropicana, Tropicana Golf & Country Resort

47410 Petaling Jaya, Selangor

Dear Sirs,

RE: TAWARRUQ AND HAWALAH FACTORING AGREEMENT DATED [TO INSERT]

(“FACTORING AGREEMENT”)

- Appointment as Agent to Sell Commodity

We refer to the above matter and to the Agreement.

1. Terms defined in the Factoring Agreement shall have the same meaning herein.

2. Agency to Sell

Upon conclusion of the Commodity Purchase, we hereby irrevocably appoint you as our sale agent to

sell the Commodity to the Purchasing Broker at the price equivalent to the Factor’s Purchase Price and

deliver possession of and title in the Commodity to the Purchasing Broker;

3. You shall at all times act as our undisclosed agent and shall:

a) be authorised to sign and execute all documents and do all acts and observe and perform all

obligations required to be done in connection with the appointment as agent, or imposed under

any agreement of sale of the Commodity pursuant to paragraph 2 above, to any third party;

b) be authorised to delegate its rights and duties as an agent herein to any third party to do all

acts necessary for the completion of the required transactions; and

c) be required to do all the administration duties regarding the holding and the selling of the

Commodity thereof.

4. We shall be bound by any contract or agreement entered into or to be entered into by you for the

purpose of the sale of the Commodity on our behalf.

5. We hereby undertake to indemnify you from any losses, costs, expenses or damage that you may suffer

or incur as a result of fulfilling your agency function as set out above.

Thank you.

Yours faithfully,

………………………………

Authorised Signatory

Name : [Client Name]

Designation: [To Insert]

FORM OF ACKNOWLEDGEMENT OF THE APPOINTMENT TO SELL UNDER THE

APPOINTMENT AS AGENT

RE : ACKNOWLEDGEMENT OF THE APPOINTMENT OF AGENT TO SELL

We hereby accept the appointment as agent pursuant to the Appointment as Agent for the Client dated [To

Insert].

for and on behalf of

IKHLAS AL DAIN SDN. BHD.

(CO. NO.: 201001018379 / 902085-X)

……………………………………………………

Name : Ahmad Zawir Na’imullah Bin Ahmad Daud

Designation: Chief Operating Officer

Date : [To Insert]

[The rest of this page has been intentionally left blank]

SCHEDULE 4

MURABAHAH SALE AGREEMENT

THIS MURABAHAH SALE AGREEMENT (hereinafter referred to as “this Murabahah Sale Agreement”)

is dated on the date as referred to in Section 1 of the Schedule herein.

BETWEEN

IKHLAS AL DAIN SDN. BHD. (CO. NO.: 201001018379 / 902085-X) a company incorporated in Malaysia

under the Companies Act 2016 and having its registered and business address at Lot. 4.1, Level 4, Menara Lien

Hoe, No. 8 Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor (hereinafter

referred to as the “Factor”) of the first part;

AND

The Party referred to in Section 2 of the Schedule herein (hereinafter referred to as the “Client”) of the second

part;

(Collectively hereinafter referred to as the “Parties” and individually as the “Party”)

RECITAL

WHEREAS

Pursuant to the Tawarruq and Hawalah Factoring Agreement in relation to the Factoring Facility entered

between the Parties dated on the date as stated in Section 1 of Schedule 1 of the Tawarruq and Hawalah

Factoring Agreement (hereinafter referred to as the “Factoring Agreement”), the Parties hereto enter into this

Murabahah Sale Agreement to effect the sale and purchase of the Commodity between the Client and Factor and

intend to enter into this Agreement to regulate the relationship between the Parties, distinguish the rights and

establish the responsibilities of each Party in relation to the Tawarruq / Commodity Murabahah arrangement.

Unless provided otherwise, the terms herein shall bear the same definition as in the Factoring Agreement.

NOW THIS AGREEMENT WITNESSETH as follows:-

Pursuant to the Factoring Agreement entered into between the Client and the Factor whereby the Factor agreed

to sell the Commodity to the Client thereunder and the Factor hereby agreed as follows:

1. That pursuant to the Undertaking by the Client, the Factor has purchased the Commodity as stated in

Section 3 of the Schedule herein (“Commodity”).

2. That pursuant to Item 1 above, the Factor hereby sells to the Client and that Client hereby purchases

from the Factor the Commodity (as detailed in Section 3 of the Schedule herein) on an “as is where is

basis” free from all encumbrances, and/or restraints whatsoever and without any representation or

warranty in respect thereof at the Factor’s Sale Price (as referred to in Section 4 of the Schedule) herein

which consist of the Factor’s Purchase Price as detailed in Section 5 of the Schedule herein and the

profit margin and shall be payable in the manner as referred to in Section 6 of the Schedule herein and

upon the terms and subject to the conditions contained in the Factoring Agreement.

3. That the legal and/or beneficial ownership of and or the rights under, the Commodity (including the

risk in the Commodity) shall pass on to the Client upon execution hereof.

4. If, at any time, any provision of this Murabahah Sale Agreement is or becomes illegal, invalid or

unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or

enforceability of the remaining provisions nor the legality, validity or enforceability of such provision

under the law of any other jurisdiction will in any way be affected or impaired.

5. No failure to exercise, nor any delay in exercising, on the part of the Parties, any right or remedy under

this Murabahah Sale Agreement shall operate as a waiver, nor shall any single or partial exercise of any

right or remedy prevent any further or other exercise or the exercise of any other tight or remedy. The

rights and remedies provided in this Murabahah Sale Agreement are cumulative and not exclusive of

any rights or remedies provided by law.

6. No term of this Murabahah Sale Agreement may be amended or waived without the prior written

consent of the Factor and the Client and any such amendment or waiver will be binding on all Parties.

7. This Murabahah Sale Agreement made hereunder and the construction, performance and validity

thereof shall be governed by and construed in all respects in accordance with the laws of Malaysia. The

Parties agree that the courts in Malaysia shall have exclusive jurisdiction to hear and determine any

suit, action or proceeding, and to settle any disputes which may arise out of or in connection with this

Murabahah Sale Agreement and, for such purposes, irrevocably submit to the exclusive jurisdiction of

such courts.

8. It is hereby declared that this Murabahah Sale Agreement is employed in one transaction to secure the

Factor’s Sale Price and all other monies due and owing by the Client to the Factor and shall therefore

be deemed as subsidiary instrument to the Factoring Agreement.

[The rest of this page has been intentionally left blank]

EXECUTION

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

The execution of this Agreement )

By IKHLAS AL DAIN SDN. BHD. )

(CO. NO.: 201001018379 / 902085-X) )

day of [To Insert], 2023 in the )

presence of:- )

The execution of this Agreement )

By IKHLAS AL DAIN SDN. BHD. )

on behalf of )

[CLIENT NAME] )

(CO. NO.: [TO INSERT]) )

day of [To Insert], 2023 in the )

presence of:- )

Name

RAZIF MOHAR BIN FADZLI NATHAN

NRIC No.

640601-10-9227

Name

AHMAD ZAWIR NA’IMULLAH BIN

AHMAD DAUD

NRIC No.

900202-08-5473

THE SCHEDULE

Section

Item

Particulars

Date of the Murabahah Sale Agreement

[To Insert]

Name of the Client

Name: [To Insert]

Co. No.: [To Insert]

Address: [To Insert]

Detail of the Commodity

Certificate No.:

As attached in the confirmation of transaction

behind

Factor’s Sale Price

[To Insert] only.

Factor’s Purchase Price

[To Insert] only.

Payment Method

Internal Fund

CONFIRMATION OF TRANSACTIONS

[As per attached herewith]