DATED THIS [TO INSERT]

BETWEEN

IKHLAS AL DAIN SDN BHD

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

AND

[CLIENT NAME]

(CO. NO.: [TO INSERT])

***************************************************************************

TAWARRUQ PRE-FACTORING AGREEMENT

(in relation to the Islamic Pre-Factoring Facility)

***************************************************************************

2

THIS TAWARRUQ PRE-FACTORING AGREEMENT (hereinafter referred to as “this Agreement”) is

made on this day of 2023

BETWEEN

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

under the Companies Act 2016 having its business address at Lot 4.1, Level 4, Menara Lien Ho, No. 8 Persiaran

Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor (hereinafter referred as to the

“Factor”) of the first part;

AND

THE PERSON / COMPANY whose descriptions are stated in Section 3 of Schedule 1 hereto (hereinafter

referred to as the “Client”) of the second part;

(collectively the Factor and the Client are referred to as the “Parties” and individually as the “Party”)

RECITALS

WHEREAS

The Factor, has at the request of the Client in the respective Letter of Offer and Acceptance dated as stated in

Section 4 of Schedule 1 hereof (hereinafter referred to as the “Letter of Offer”) agreed to provide a Sale based on

the principles of Tawarruq which is structured under the Shariah principles of Murabahah in the maximum

aggregate amount as stated in this Agreement subject to the terms and conditions herein contained (hereinafter

referred to as the “Sale") for the purpose as stated in Section 5 of the Schedule 1 (hereinafter referred to as the

“Use of Proceed") an amount which is equivalent to the Factor’s Cost Price as set out in Section 8 of the Schedule

1 hereto upon the terms and conditions hereinafter appearing.

WHEREAS THE PARTIES HAVE REACHED AN AGREEMENT as follows:

PART 1

REFERENCE

1. INTERPRETATION CLAUSE

1.1 DEFINITION

In this Agreement and the Schedules, unless there is something in the subject or context inconsistent

therewith the following expressions bear the following meanings, namely:

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;

Business Days

means a weekday on which banks operate in Selangor not

being a Saturday and Sunday and public holiday as

established by the Federal and State Government;

Commodity

refers to the Shariah compliant goods used in sale and

purchase transaction bought from the Commodity Trader

by the Factor and sell back to the Client in order to

generate Proceed;

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Factor’s Cost Price

means the amount payable or paid by the Factor to the

Commodity Trader which shall be equivalent to the

Proceed;

Factor’s Sale Price

means the respective sale price payable by the Client to the

Factor which comprise of the Factor’s Cost Price and the

Profit Margin (as defined hereof) as specified in the

respective Confirmation of Transaction;

Commodity Trader

means any third party from whom the Factor shall purchase

the Commodity;

Compensation (Ta’widh)

means the charges based on the Shariah principle of Ta’widh

as prescribed in Clause 4 hereinafter;

Confirmation of Transactions

means the form of acceptance issued by the Factor to the

Client which forms part of the Murabahah Sale Agreement

as attached in Schedule 4;

Credit Period

means the period as stated under Section 13 of Schedule 1

hereof;

Effective Date

means the date of this agreement as ascribed to it in

Section 1 of Schedule 1;

Ibra’

means rebate as underlined by Bank Negara Malaysia;

Rollover Fee

in relation to the Factor’s Sale Price means the charge

payable in accordance with Clause 4 and prescribed in

Section 16 Schedule 1 hereof;

Law

includes statutes, orders, decrees, ordinances, subsidiary

legislation, governmental directives and regulations;

Net Advance Amount

means the amount equivalent to Proceeds less the

administrative fees and other payable fee as per prescribed

in Section 10 Schedule 1 hereof;

Murabahah

refers to 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 the Factor as further set out in

Schedule 4 herein;

Proceed

means the amount payable to the Client upon the sale of

the Commodity to any third party by the Factor, of which

such amount constitutes the Factor’s Sale Price;

Profit Rate

means the profit payable to the Factor under the facility as

per stipulated in the Letter of Offer or such other rate or

rate as may be notified by the Factor in writing to the

Client from time to time as prescribed in Section 15 of

Schedule 1 hereof;

Purchase Request

means a request from the Client to the Factor in notifying

the Factor of its intention and undertaking to purchase the

Commodity from the Factor in the format as available in

Schedule 2 hereof;

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1.2 CONSTRUCTION

1.2.1 words and expressions denoting any gender include all genders, the whole include any part

and the singular number to include the plural and vice versa;

1.2.2 a “month” is a reference to a period starting on one day in a calendar month and ending on the

numerically corresponding day in the next calendar month (and references to “months” shall

be construed accordingly) save that, where any such period would otherwise end on a day

which is not a Business Day, it shall end on the next Business Day. If any such period starts

on the last Business Day in a calendar month or if there is no numerically corresponding day

in the month in which that period ends, that period shall end on the last day in the following

month save as aforesaid;

1.2.3 reference to a day, month or year means a day, month or year, as the case may be, reckoned

according to the Gregorian calendar;

1.2.4 the headings and sub-headings are inserted for convenience only and shall be ignored in

construing the provisions of this Agreement;

1.2.5 reference to any person or body includes a reference to any person or body for the time being

deriving title under such person or body;

1.2.6 reference to any instrument or document includes a reference to the same as from time to time

varied in any manner or respect whatsoever and any other instrument or document from time

to time issued or executed supplemental thereto, in addition thereto or in substitution therefor;

1.2.7 reference to any statutory provision shall include such provision and any regulations made in

pursuance thereof as from time to time modified or re-enacted whether before or after the date

of this Agreement so far as such modification or re-enactment applies or is capable of

applying to any transactions entered into prior to Completion and (so far as liability

thereunder may exist or can arise) shall include also any past statutory provisions or

regulations (as from time to time modified or re-enacted) which such provisions or regulations

have directly or indirectly replaced;

1.2.8 no rule of construction shall apply to the detriment of any Party by reason of that Party having

control and/or was responsible for the preparation of this Agreement or any part thereof;

1.2.9 all accounting terms used herein shall be interpreted and all accounting classifications and

determinations hereunder shall be made in accordance with approved accounting standards

which have been issued and adopted from time to time by the Malaysian Accounting

Purchasing Broker

means the third party in which the Factor shall sell the

Commodity;

Recourse Period

means the period as stated under Section 14 of Schedule 1

hereof;

Tawarruq

refers to two distinct sale and purchase contracts. The first

involves the sale of a Commodity by a Commodity Trader

to the Factor on cash and spot basis. Subsequently, the

Factor shall sell the same Commodity to the Client on a

marked-up and deferred basis. The second sale contract is

whereby the Factor as agent to the Client will then sell the

Commodity to a Purchasing Broker on cash and spot basis,

as defined by Bank Negara Malaysia;

Third Party

means any party other than the Factor, Purchaser and their

respective successor-in-title;

Wakalah

means agency as further described in Schedule 3 thereof;

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Standards Board or, in absence thereof, in accordance with accounting principles generally

accepted in Malaysia;

1.2.10 reference to this “Agreement” is a reference to this Agreement including the appendices or, as

the case may be, the relevant agreement or document as amended, supplemented or novated

from time to time and includes a reference to any document which amends, waives, is

supplemental to or novates the terms of this Agreement or as the ease may be, the relevant

agreement or document;

1.2.11 references to Recitals, Clauses, Schedules and Appendix (if any) are to recitals and clauses of

and schedules and appendix (if any) to this Agreement;

1.2.12 reference to a word or expression denoting a collection or group consisting of two (2) or more

constituents thereof include any one or more of such constituents; and

1.2.13 the words “hereof”, “herein”, “hereto”, “hereinafter” and “hereunder”, and words of similar

import when used in this Agreement shall refer to this Agreement as a whole and not to any

particular provision of this Agreement.

PART 2

THE AGREEMENT

2. TAWARRUQ

2.1 TAWARRUQ TRANSACTION

2.1.1 At the request of the Client and subject to the terms and conditions herein contained, the

Factor hereby agrees to make available to the Client the Sale in accordance with the

procedures under the Tawarruq transaction in the maximum amount as stated herein upon the

perfection of this Agreement and any other Commodity Trading 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.

2.1.2 In amplification of the Parties’ intention in respect of the Sale, 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.

2.2 METHOD OF TAWARRUQ TRANSACTION

2.2.1 Under the Shariah principle of Tawarruq and pursuant to the Sale procedure, the method of

the Sale shall be in the following manner:

a) APPOINTMENT OF AGENCY FOR THE CLIENT

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 Factor’s 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 Agent shall be in the form as set out in Schedule 3

herein.

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b) PURCHASE OF THE COMMODITY BY THE FACTOR FROM THE

COMMODITY TRADER

Pursuant to the Purchase Request (as defined herein) issued by the Client in notifying

the Factor of its intention to enter into a Murabahah Sale Agreement whereby the

Client agrees to purchase the Commodity from the Factor at the Factors’s Sale Price,

the Factor will purchase the Commodity from the Commodity Trader at Factor’s

Cost 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 Shariah principle of

Wa’ad Mulzim, shall execute the acceptance of Purchase Request in the form as

prescribed in Schedule 3 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 then purchase the Commodity from the Factor and

execute the Murabahah Sale Agreement on behalf of the Client.

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

AS ITS AGENT

Upon the Appointment of Agency and the conclusion of the sale of the Commodity

to the Client as set out in Clause 2.2.1 (d) herein, the Factor acting as the Client’s

agent shall sell the Commodity to the Purchasing Broker. The Net Advance Amount

(as defined herein) will be credited into the account of the Client with the Factor or

in any other manner as agreed between the Parties.

e) CONFIRMATION OF TAWARRUQ TRANSACTIONS

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

out in Clause 2.2.1 (e) herein, the Factor will issue to the Client the Confirmation of

Transactions (as defined herein) which forms part of the Murabahah Sale Agreement

(as defined herein) as per attached in Schedule 4 herein.

2.2.2 UTILIZATION OF THE PROCEED

a) Upon the conclusion of the sale of the Commodity to the Client as set out in Clause

2.2.1(d) herein, the Factor shall credit the Net Advance Amount 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 proceed to or for the benefit of the

Client.

b) The Proceed shall be utilized only for the purpose specified in Section 5 of Schedule

1 herein unless otherwise agreed to it in writing.

2.3 PAYMENT OF THE FACTOR’S SALE PRICE

2.3.1 Pursuant to the Murabahah Sale Agreement the payment of the Factor’s Sale Price shall be

made by the Client to the Factor on deferred payment basis and/or in the manner stated in

Section 12 Schedule 1 hereto.

2.3.2 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.

2.3.3 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.

2.3.4 In the event that the Client is unable to pay the Factor’s Sale Price within the prescribed

manner under Section 12 Schedule 1 hereto due to insufficient funds or any other reason

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whatsoever, the Client shall be subscribed to the Rollover Fee as stated under clause 4 and

prescribed under Section 16 Schedule 1 hereto. For the avoidance of doubt, the Late Payment

Charges shall only be calculated on the total outstanding amount of Factor’s Sale Price which

is due and as entitled by the Factor.

2.3.5 All payments to be made shall be in Ringgit Malaysia.

2.3.6 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.

2.3.7 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.

2.3.8 In the event of early settlement of the Factor’s Sale Price, the Factor shall grant the Client

Ibra’ (as defined herein).

2.3.9 The settlement of the Islamic Pre-Factoring Facility shall be done by cash or by way of off-

setting the outstanding balance against proceeds from the Factoring Invoice(s) / Contract

3. CHARGES, PAYMENT, AND SECURITY (IF APPLICABLE)

3.1 The Client shall pay to the Factor:

3.1.1 the Factor’s Sale Price;

3.1.2 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 and all costs charges and expenses incurred by the Factor but not

limited to legal cost on a solicitor Client basis; and

3.1.3 as appropriate all taxes, duties, custom charges and other impositions and any extra ordinary

bank charges and where such payment has been made by the Factor the Client shall refund or

reimburse the Factor accordingly.

3.2 SECURITY (IF APPLICABLE)

As continuing security for the due performance and observance by the Client of payment to be

observed on the part of Client under this Agreement, the Client has agreed to secure this arrangement

by way of security as stated in Section 17 of Schedule 1 in the event failure to collect payment from

Customer Client has to bear / pay from any other sources.

4. ROLLOVER FEE

4.1 The Clients shall be liable to pay to the Factor compensation on any rollover at the rate as

prescribed under Section 16 of Schedule 1 hereto during the period as prescribed under

Section 14 Schedule 1 hereto.

4.2 The amount of Ta’widh shall not be compounded and shall be applicable both before and after

any judgment or order of a competent court.

5. ACCOUNTS

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

these transactions.

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5.2 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.

5.3 If any account delivered to the Client under this clause shows balance due from the Client to the

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

5.4 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.

6. SERVICES PROVIDED BY THE FACTOR

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

unless otherwise agreed in writing, the following:

6.1.1 the rendering to the Client of financial statement of all monies outstanding;

for avoidance of doubt, 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 Clients.

PART 3

REPRESENTATION, WARRANTIES & INDEMNITY

7. WARRANTIES, RECOURSE, AND INDEMNITY

7.1 The Commodity shall be purchased by the Factor and shall be sold to the Client (or by the Factor as

Agent on behalf of the Client as the case may be) on an “as is where is” basis, in each case with no

warranty or representation whatsoever to any third party and/or purchaser thereof.

7.2 The Client hereby unconditionally and irrevocably waives all and any rights or claims, whether under

law, in equity or otherwise howsoever which the Client may have against the Factor arising from or in

connection with the exercise by the Factor of the authorities, discretions and powers granted by this

Agreement, apart from those resulting from the willful default or gross negligence by the Factor.

7.3 The Client hereby unconditionally and irrevocably undertakes to the Factor that the Client will, on

demand, indemnify the Factor and keep the Factor harmless from and against all and any actions,

proceedings, claims, liabilities, losses, costs and expenses (including, without limitation, all costs and

expenses incurred in disputing or defending any of the foregoing on a full indemnity basis, but other

than those resulting from any willful default or gross negligence of the Factor), which may be made or

brought against the Factor or which the Factor may suffer or incur as a result of or in connection with

the exercise or purported exercise by the Factor of the authorities, discretions and power granted by

this Agreement.

8. OBSERVANCE OF PROCEDURE

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 and such proof as the Factor shall require that the said goods and/ or

services relating thereto have been delivered and/ or performed.

9. OPENING OF ACCOUNT

If and only applicable, 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.

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10. GENERAL

10.1 By this Agreement the Client hereby grants to the Factor the sole and exclusive right to proceed

subject to prior notice and without prejudice by right of set-off, banker’s lien or counter claim against

any assets of the Clients in any currency in the possession of the Factor or any of its

affiliates/subsidiaries at any branch of office to the full extent of all amounts payable to the Factor.

10.2 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 the Client 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.

10.3 No forbearance or indulgence or concession granted by the Factor to the Client 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.

10.4 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.

10.5 The Factor shall be entitled at its absolute discretion institute proceedings against the Client for the

recovery of any monies owing in respect of the Factor’s Sale Price 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 monies 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.

10.6 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.

10.7 The Client is to actively utilize the Net Advance Amount offered.

10.8 The Factor reserves the right to add, vary, delete or selectively enforce any terms and/or conditions

governing the availability of the Net Advance Amount

10.9 All notices or communications under or in connection with this Agreement shall be in the English

language or, if any other language, accompanied by a translation into English. In the event of any

conflict between the English text and the text in any other languages the English text shall prevail.

PART 4

TERMINATION AND DISPUTE RESOLUTION

11. TERMINATION

11.1 This Agreement shall continue in effect until terminated in accordance with the provisions of this

Agreement or by mutual agreement of the Parties hereto.

11.2 This Agreement shall be automatically terminated upon full settlement of the Factor’s Sale Price.

11.3 This Agreement shall be terminated by any Party to the Agreement, upon sending written notice to the

other Party according to the provided provisions of the Agreement, in any of the following events:-

11.3.1 If the company commits a material breach of any of its contractual obligations under this

Agreement, which, if remediable, has not been remedied within ninety (90) Business Days

from receiving a written notice requiring it to remedy the breach;

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11.3.2 If any Party or its creditor or any other eligible authority shall file for the Party's liquidation,

bankruptcy, reorganization, compulsory composition, or dissolution, or if the Party is unable

to pay any debts as they become due, has explicitly or implicitly suspended payment of any

debts as they became due (except debts contested in good faith), or if the Creditor of the Party

have taken over its management, or if any material or significant part of the Party's

undertaking, property, or assets shall be intervened in, expropriated, or confiscated by the

courts and/or any government authorities.

11.4 FORCE MAJEURE

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

Force 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.

11.4.2 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 its 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.

11.4.3 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.

11.5 Termination of this Agreement shall be without prejudice to any legal and contractual rights of the

Parties at the date of termination, unless waived in writing by mutual agreement of the Parties.

11.6 In case of termination of this Agreement unilaterally and/or bilaterally by the Parties, any Party shall

discontinue use, cancel and return the other Party's confidential and/or proprietary documents, and

other written documents related thereto together with any and all the research, development,

projection, marketing documents and/or materials including, but not restricted to, plans, blue prints,

formulas, manuals, guidelines and the like, without prejudice to any Party’s right to fully receive

damages in consequence of the breach of this Agreement totally or partially save and except for

confidential and/or proprietary documents, and other written documents related thereto.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

12.2 DISPUTE RESOLUTION

12.2.1 Any dispute between the Parties in respect of or in connection with this Agreement, including

any question regarding its existence or validity shall be amicably settled through discussion

between the Parties in good faith and/or through mediation process by an appointed mediator,

solicitor or company secretary to be mutually agreed by the parties (which costs shall be

shared equally by disputing parties) within thirty (30) Business Days from the date when such

dispute or difference arose.

12.2.2 Should the above mean could not resolve the dispute after the expiry of the thirty (30)

Business Days’ period, then any Party is at liberty to initiate and take actions or proceedings

or otherwise against the other Party in Malaysia and the Parties hereto hereby agree that

where any actions or proceedings are initiated and taken in Malaysia they shall submit to the

exclusive jurisdiction of the Courts of the States of Malaya or Sabah and Sarawak in all

matters connected with the obligations and liabilities of the Parties hereto under or arising out

of this Agreement.

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12.2.3 Notwithstanding the reference of any dispute or difference to arbitration, the Parties agree that

the continued performance of their obligations under this Agreement, which are not in

dispute, shall be wholly unaffected by any such reference and that they shall continue to

perform fully such unaffected obligations unless the Agreement is terminated.

12.2.4 The provisions contained in this clause shall survive the termination or expiry of this

Agreement.

PART 5

MISCELLANEOUS

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties and supersedes all prior representations,

proposals, discussions, and communications, whether oral or in writing.

14. BINDING AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective

heirs, executors, agents, administrators, successors and permitted assigns.

15. VARIATION

The terms and conditions of this Agreement may be varied between the Parties hereto by agreement

and such agreement shall be in writing before the same can be construed to have any force and effect.

16. SEVERABILITY

16.1 If any provision of this Agreement is held by an arbitrator of competent jurisdiction to be invalid,

illegal, incapable of being enforced by any rule or law, or public policy, or Shariah non-compliant, all

other conditions and provisions of this Agreement shall remain in full force and effect so long as the

substance of the transactions contemplated hereby is not affected in any manner materially adverse to

any Party.

16.2 In addition to the above, upon determination that any provision of this Agreement is invalid, illegal,

incapable of being enforced or Shariah non-compliant, the Parties hereto shall negotiate in good faith

to amend this Agreement so as to effect the original intent of the Parties as closely as possible in an

acceptable manner to ensure that transactions contemplated hereby are fulfilled to the fullest extent

possible.

17. WAIVER

The rights and remedies of either Party shall not be affected by any failure to exercise or delay in

exercising any right or remedy provided under this Agreement or by the giving of any indulgence by

such Party except a specific waiver or release in writing and any such waiver or release shall not

prejudice or affect any other rights or remedies of such Party. No single or partial exercise of any right

or remedy by either Party shall prevent any further or other exercise thereof or the exercise of any

other right or remedy by such Party.

18. ASSIGNMENT

Except as otherwise provided herein, this Agreement and each and every terms and conditions hereof

shall be binding upon the Parties and their respective legal representatives and/or successors. But

neither this Agreement nor any rights hereunder shall be assignable, directly or indirectly, by any Party

hereto without the prior written consent of the other Party.

19. NOTICES

19.1 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.

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19.2 Proof of posting or dispatch of any notice or communication to the Client shall be deemed to be proof

of receipt:

19.2.1 the case of delivery by hand, when so delivered;

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

19.2.3 In the case of a facsimile and/or electronic mail, 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.

19.3 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

19.4 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.

20. TIME

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

21. LETTER OF OFFER AND ACCEPTANCE

21.1 The terms and conditions in the Letter of Offer dated as per are in addition to and are to be read

together with terms and conditions herein.

21.2 In the event of any conflict or inconsistency between the provisions of the 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.

21.3 All the additional conditions prescribed under Letter of Offer and in Appendix 2 hereof shall be

binding upon the Parties.

22. COSTS & STAMP DUTY

the Client shall bear the solicitors' costs and expenses for the negotiation, preparation, completion, and

stamping of this Agreement and the stamp duty and registration fees payable on this Agreement

together with any penalty payable.

23. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but

all of which, taken together, shall constitute one (1) and the same agreement.

24. CONFIDENTIALITY

24.1 Except as required by eligible laws and/or authorities, each Party shall commit to maintain the

confidentiality of all information and data relating to the Parties and/or the other Party’s business,

including, but not restricted to, financial and/or technical information; and shall not directly and/or

indirectly disclose such information and data to a Third Party without the prior written consent of the

other Party.

24.2 Each Party shall guaranty that its employees, advisers, and agents are bound by the confidentiality

obligations on terms set out above.

24.3 Neither Party may make any public comment or announcement concerning this Agreement or its

details without the prior written consent of the other Party, such consent not to be unreasonably

withheld.

13

25. SHARIAH COMPLIANCE AND NO PAYMENT OF RIBA’ (INTEREST)

For the avoidance of doubt and notwithstanding any other provisions contained herein, it is hereby

agreed and declared that nothing in this Agreement shall oblige any Party to pay Riba’ (interest or by

whatever name called) on any amount due or payable to any of the Party(ies) hereto, or to receive any

Riba’ on any amount due or payable to such Party.

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

14

IN WITNESS WHEREOF the Parties hereto by their duly authorised representative(s) 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) )

was duly effected in a manner )

authorised by its constitution )

day of [To Insert], 2023 in the )

in the presence of:- ) ) Director/Secretary

Name

:

RAZIF MOHAR BIN FADZLI NATHAN

NRIC No.

:

640601-10-9227

CHIEF EXECUTIVE OFFICER

*The Common Seal of )

____________________________

The execution of this Agreement )

by [CLIENT NAME] )

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

was duly effected in a manner )

authorised by its constitution )

day of [To Insert], 2023 in the )

in the presence of:- ) ) Director/Secretary

Name

:

[TO INSERT]

NRIC No.

:

[TO INSERT]

DIRECTOR

…

Name

:

[TO INSERT]

NRIC No.

:

[TO INSERT]

DIRECTOR

15

ATTESTATION TATION

A

I, ___________________________________________, an Advocate and Solicitor of the High Court of

Malaya and practicing at do hereby certify that on this

________________________________the signature of [TO INSERT] (NRIC NO: [TO INSERT])

common seal as [CLIENT NAME] (CO. NO.: [TO INSERT]) was duly affixed to the above written

instrument in my presence.

Witness my hand

……………………………………

Advocate & Solicitor

16

SCHEDULE 1

PARTICULARS

Section

Item

Particulars

1

Date of the Agreement

(Clause 1.1)

[To Insert]

2

Name and particulars of the Factor

IKHLAS AL DAIN SDN. BHD. (CO. NO.:

201001018379 / 902085-X) a Factor incorporated in

Malaysia under the Companies Act 2016 having its

Business address at Lot 4.1, Level 4, Menara Lien Ho,

No. 8 Persiaran Tropicana, Tropicana Golf & Country

Resort, 47410 Petaling Jaya, Selangor.

Email Address: razif.mohar@ikhlasaldain.com

Phone No.: +603-7688 1014

3

Name and particulars of Clients

Name: [Client Name]

Co. No.: [To Insert])

Phone No.: [To Insert]

4

Date of Letter of Offer and

Acceptance

[To Insert] and subsequent Letters of Offer and

Acceptance issued hereinafter.

5

Contract Title

[To Insert]

6

Contract Number

[To Insert]

7

Contract Amount

[To Insert]

8

Use of Proceeds (Recitals & Clause

2.2.2(b))

To purchase commodity at the price of [To Insert]

9

Proceeds

[To Insert] only.

10

Net Advance Amount

[To Insert] only.

11

Factor’s Cost Price (Recitals)

[To Insert] only.

12

Factor’s Sale Price (Clause 2.3.1)

[To Insert] payable by the client to the Factor in the

following manner:-

a) 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.

b) Cash payment/ lump sum

c) Invoice / Assigned Receivables (*if payment

is made by way of Invoice/ Assigned

Receivables, to insert Ref. No. of those)

13

Credit Period

Not exceeding 90 days from the date of Advance

and/or payment to the Supplier(s) / Beneficiary(ies).

14

Recourse Period (Clause 2.3.4)

90 days upon expiry of the Credit Period.

17

15

Profit Rate

[To Insert] per month of Supplier Advance amount,

calculated on a per day basis from the date of

Advance.

[To Insert] per month of Cash Advance amount,

calculated on a per day basis from the date of

Advance.

16

Rollover Fee (Clause 2.3.4 & 4.1)

[To Insert] per month of the balance outstanding

amount, calculated on a per day basis and charged

upon expiry of the Credit Period.

17

Security

Nil

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18

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 Pre-Factoring Agreement dated [To Insert] (“Pre-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:-

Purchase Price: [To Insert]

Yours faithfully,

________________________________

Name : [Client Name]

NRIC No.: [To Insert]

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19

SCHEDULE 3

APPOINTMENT OF AGENTS

Date:

From: [CLIENT NAME]

(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 PRE-FACTORING AGREEMENT DATED [TO INSERT] (“PRE-FACTORING

AGREEMENT”)

- Appointment as Agent to Purchase Commodity

We refer to the above matter and to the Agreement.

1. Terms defined in the Tawarruq Pre-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.

20

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]

21

Date: [To Insert]

From: [CLIENT NAME

(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 PRE-FACTORING AGREEMENT DATED [TO INSERT] (“PRE-FACTORING

AGREEMENT”)

- Appointment as Agent to Sell Commodity

We refer to the above matter and to the Agreement.

1. Terms defined in the Tawarruq Pre-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 Cost 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.

22

Yours faithfully,

………………………………

Authorised Signatory

Name : [To Insert]

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]

23

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

Ho, 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 Pre-Factoring Agreement in relation to the Islamic Pre-Factoring Facility entered

between the Parties dated on the date as stated in Section 1 of Schedule 1 of the Tawarruq Pre-Factoring

Agreement (hereinafter referred to as the “Pre-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 Tawarruq Pre-Factoring

Agreement.

NOW THIS AGREEMENT WITNESSETH as follows:-

Pursuant to the Tawarruq Pre-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 Cost 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 Tawarruq Pre-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.

24

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 Tawarruq Pre-Factoring Agreement.

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

25

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

26

THE SCHEDULE

Section

Item

Particulars

1

Date of the Murabahah Sale Agreement

[To Insert]

2

Name of the Client

Name : [To Insert]

Co. No.: [To Insert]

Address: [To Insert]

3

Detail of the Commodity

Certificate No.:

As attached in the confirmation of transaction

behind

4

Factor’s Sale Price

[To Insert] only.

5

Factor’s Cost Price

[To Insert] only.

6

Payment Method

Internal fund

27

CONFIRMATION OF TRANSACTIONS

[As per attached herewith]

28

APPENDIX 1

SECURITY

[As per attached herewith]

29

APPENDIX 2

OTHER CONDITIONS

(As stated in the Letter of Offer and Acceptance)

1. This Islamic Pre-Factoring Facility offered to the Client is to be cross-collateralized with the Islamic

Factoring Facility offered to the Client under the terms of the Tawarruq and Hawalah Factoring Agreement

that is;

A default under the Tawarruq and Hawalah Factoring Agreement would be seen as a default under the

Tawarruq Pre-Factoring Agreement and vice-versa.

In the event of a default under the Tawarruq Pre-Factoring Agreement, the Factor shall have full recourse

against all monies, proceed or balance thereof under the Tawarruq and Hawalah Factoring Agreement.

2. The Factor reserve the right to conduct an audit on Client’s company’s financial records prior to the

utilization of facility, if necessary.

3. The Factor may at any time whatsoever, upon giving notice to the Client, vary or amend any term or

condition in the Letter of Offer and Acceptance or the Tawarruq Pre-Factoring Agreement with effect from

the date specified in the said notice.

4. A sum of not less than RM300 shall be chargeable on any application for changes and / or variations

approved by the Factor.