DATED THIS DAY OF 2021

BETWEEN

ALFA LAGENDA SDN BHD

Registration No.: 199301018636
(Company No. 273374-M)

AND

AURORA SELATAN SDN BHD

Registration No.: 201601029146
(Company No. 1200087-V)

SUPPLEMENTARY AGREEMENT
Settlement Agreement 1

SUPPLEMENTARY AGREEMENT

THIS AGREEMENT is made on this day of 2021

BETWEEN

ALFA LAGENDA SDN BHD (Registration No.: 199301018636) (Company No. 273374-M) a company

incorporated in Malaysia under the Companies Act, 1965 and having its business address at Ground

Floor, Block B2, Plaza Mentari (Sun City), Jalan Kuning, Taman Pelangi, 84000 Johor Bahru

(hereinafter referred to as “ALSB”) of the one part.

AND

AURORA SELATAN SDN BHD (Company No. 1200087-V) a company incorporated in Malaysia

under the Companies Act, 1965 and having its business address at 25-2-2, Jalan 20B/146, Desa

Tasik Sungai Besi, 57000 Kuala Lumpur (hereinafter referred to as “the Consultant”) of the other part.

RECITALS

a. There were disputes that arose with regards to the payment to the Consultant by ALSB and the

Consultant’s scope of service under the Agreement pursuant to a Consultancy Agreement dated

13.03.2015 and its variations.

b. ALSB had agreed to settle its dispute with the Consultant in relation to a dispute arise above

(hereinafter shall be referred to as “the Dispute”).

Settlement Agreement 2

THE PARTIES HERETO AGREE as follows;-

1. SETTLEMENT

1.1 Both parties agree to enter into this Supplementary Agreement upon the terms of this

Supplementary Agreement as follows:-

a. The Consultation Fees shall be calculated as follows with certain deductions:

Total Consultation Fee RM 46,213,601-92

Less: Amount Paid RM 7,900,000-00
Less: Discount imposed PR1MA RM 5,000,000-00
Balance RM 38,313,601-92

b. ALSB agrees to pay the sum of RM 10,000,000-00 by Cash Payment in accordance

to time schedule, percentage and method described in Annexure A.

c. The balance sum of RM 28,313,601-92 shall be paid at the option of the Consultant

which must be exercised within thirty (30) days from the execution of this

Supplementary Agreement either from these following options: -

i. By assignment of the Retention Sum -by way of executing a non-revocable

assignment of the Retention Sum for the Project amounting to RM

15,693,000-00 in favor of the Consultant and/or its nominees within thirty (30)

days after the execution of this Supplemental Agreement where ALSB will

settle the above said amount when it is already due and payable by PR1MA.

ii. By In kind payment- Upon exhaustion of payment in Clause 1.1 (c) (i)

above, ALSB shall agrees to pay the remaining balance (RM 7,620,601-92)

owed by way of transferring of any units of the apartments of Larkin Indah

constructed under the Project from Block A and/or Block B equivalent to the
Settlement Agreement 3

balance sum to the Consultant and/or its nominee where all costs including

legal costs, stamp duty on transfer and disbursement shall be borne by the

Consultant. The price of the units is based on Gross Development Cost per

unit. The Consultant shall have the right to choose any units from each

completion of parcel of apartment.

d. In the event that the Consultant manages to obtain PR1MA’s waiver on the

imposition of liquidated damages of RM 5,000,000-00 as described in the Schedule

to clause (a) above, the sum of RM 5,000,000-00 shall be added back to the sum

owing from ALSB to PR1MA and this sum shall be paid by ALSB to the Consultant

based on payment of kind formula stated in Clause 1.1 (c) (ii).

e. Appoint DATO’ MOHD AZZARAIN BIN ABDUL AZIZ (NRIC No.730208-14-5589) as

a joint signatory to the Joint Account held by ALSB and PR1MA established under

the Housing Development (Control and Licensing) Act 1966 for the Project pursuant

to the Variation Agreement with the undertaking that DATO’ MOHD AZZARAIN BIN

ABDUL AZIZ shall ONLY exercise his duty as joint signatory in accordance to the

Consultant’s entitlement in Clause (i) Annexure A. In the event DATO’ MOHD

AZZARAIN BIN ABDUL AZIZ exceeds his authority in breach with the undertaking,

ALSB shall be entitled to replace DATO’ MOHD AZZARAIN BIN ABDUL AZIZ with

another signatory determined by ALSB. Notwithstanding the above, such breach

shall not mean all of the Consultant’s entitlements are extinguished.

f. Cause KOO HWAN LIAN to be removed as director of ALSB within fourteen (14)

days from the date of execution of this Settlement Agreement.

Settlement Agreement 4

g. The guarantee agreement executed by the Guarantors in relation to the Agreement

still remain valid and any variation and/or assignment to the Agreement have been

acknowledged by the ALSB’s directors who are the Guarantor to the Agreement as

in Annexure B of this Settlement Agreement.

h. This guarantee agreement is only done to secure the rights of Aurora Selatan to all

payments paid by PR1MA and also future payments until project completion to

ALSB. All future payments will be subjected to the continuity of the project. In case

the Project is terminated by PR1MA due to the default of ALSB and such termination

is upheld by court, all payments to be paid to the Consultant shall be calculated up

to the date of termination in accordance to the terms of this Agreement and

Consultancy Agreement dated 13.05.2015.

2.2. In the event that ALSB fails to honor the terms of this Settlement Agreement, any

outstanding payment shall be accrued immediately as owing by ALSB to the Consultant and

ALSB shall acknowledge that any statement issued by the Consultant shall be conclusive

evidence of indebtedness of the sum owing to the Consultant.

2.3 Apart from the terms agreed herein, all other terms and conditions of the Consultancy

Agreement dated 13.05.2015 shall remain effective in all respects and be applicable as the

case may be.

2.4 In the event of any inconsistency between the provisions of this Agreement and the other

provisions of the Consultancy Agreement or any variation to it, the term in this Agreement

shall prevail.
Settlement Agreement 5

2.5 ALSB Material Breach - In the event that the Master En Bloc Agreement is terminated by

PR1MA due to ALSB’s default and such termination is upheld by the court, the Consultant

agrees that the Consultant’s entitlement shall be calculated up to the date of termination.

2.6 PR1MA Material Breach - In the event of the material breach on the part of PR1MA of the

terms in Master En Bloc Agreement, ALSB shall be entitled to issue a notice of termination to

PR1MA. Upon the termination of the Master En Bloc Agreement, the Consultant agrees that

the Consultant’s entitlement shall be calculated up to the date of termination unless ALSB

sue PR1MA for loss of profit for the entire project. Should ALSB succeed in claiming such

profit from PR1MA, ALSB agrees that the Consultant’s shall be entitled to portion of the profit

based on the percentage rate agreed in the Consultancy Agreement dated 13.05.2015

against the variation Elemental Costs Breakdown attached in a Supplemental Agreement

between ALSB and PR1MA dated 1.10.2019.

2.7 The Consultant agrees that the Consultant shall use its best endeavors to resolve any

dispute arises between PR1MA and ALSB within 180 days from the Consultant’s receipt of

notification dispute from ALSB. In the event that such disputes cannot be resolved between

parties within the prescribed time and subject upon the determination of any court of law in

determining the party at fault, parties agree that the Cosultant’s entitlement shall depend on

the determination of the party at fault. In the event that the court held that ALSB have

breached the material terms of the Master En Bloc Agreement, Clause 2.5 shall be

applicable and in the event that the court held that PR1MA have breached the Master En

Bloc Agreement, Clause 2.6 shall applicable.

Settlement Agreement 6

2.8 Parties agree that in the event of any disputes arises from this Agreement which cannot be

resolved through negotiations between parties, parties agree to refer to such disputes to

Kuala Lumpur High Court Civil Registry.

2.9 In the event of any disputes resolved via court process between parties, any judgement

sums between parties shall be paid via thirty-six (36) months from the date of the

judgement.Parties further agree that during the installment period, no parties shall be entitled

to execute the judgement or file a petition under Section 465 of the Companies Act 2016,

unless there is a breach of the installments payments. These terms shall be recorded in a

Settlement Agreement following the judgement.

3. GENERAL

3.1 Waiver
The non-exercise or delay in exercising any power or right of a party does not operate as a
waiver of that power or right, nor does any single exercise of a power or right preclude any
other exercise of it or the exercise of any other power or right. A power or right may only be
waived in writing, signed by the party to be bound by the waiver.

3.2 Rights Cumulative

The rights and remedies provided in this agreement are cumulative and do not exclude any
rights or remedies provided by law.

3.3 Amendment
This agreement may only be amended in writing signed by the parties.

3.4 Time of the Essence

Time wherever mentioned in this Supplementary Agreement, shall be the essence of this
agreement.
Settlement Agreement 7

3.5 Successor
The term of this Supplementary Agreement shall binds the heirs, successors-in-title and

permitted assigns of the parties.

3.6 Governing Law

This Supplementary Agreement shall be construed and interpreted in accordance with the
laws of Malaysia and parties agreed that Kuala Lumpur Court shall have the jurisdiction to
hear any dispute arising from this Agreement.
Settlement Agreement 8

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

The Common Seal of )

ALFA LAGENDA )
SDN. BHD. )
(Registration No.: )
199301018636) )
(Company No. : 273374-M) )
was hereunto affixed in the )
presence of:- )

..................................................... ......................................................
Director Director
THAM CHENG LOCK THAM GIAP CHAI
(NRIC No. : 550525-01-5245) (NRIC No. : 801010-01-5223)

The Common Seal of )

AURORA SELATAN )
SDN. BHD. )
(Registration No.: )
201601029146) )
(Company No. : 1200087-V) )
was hereunto affixed in the )
presence of:- )

............................................................ ...........................................................
Director Director
MOHD AZZARAIN BIN ABDUL AZIZ FAIRUZ EDZUAN BIN JAMALUDIN
(NRIC No. : 730208-14-5589) (NRIC No. : 790822-10-5733)
Settlement Agreement 9

Annexure A

i. Percentage - Payment shall be made on a monthly basis based on a certain percentage of

the monthly progressive claim submitted by ALSB to PR1MA which is as follows:

Month Amount of payment

October 2021 RM 1,200,000-00
November 2021 RM 1,200,000-00
December 2021 RM 1,200,000-00
January 2022 RM 1,200,000-00
February 2022 RM 1,200,000-00
March 2022 RM 1,200,000-00
April 2022 RM 1,200,000-00
May 2022 RM 1,200,000-00
June 2022 RM 400,000-00

ii. Method – Upon ALSB submission of monthly progressive claim to PR1MA, ALSB shall
immediately issue to the Consultant a pre dated cheque from ALSB’s main working account
comprising the above percentage corresponding with ALSB’s monthly progressive claim.

iii. Date of Pre Dated Cheque – ALSB shall ensure that the pre dated cheque is to be dated on
the same date of ALSB’s monthly progressive claim submitted to PR1MA and Aurora
Selatan Sdn. Bhd. will only bank in the cheque after the payment is already cleared.

iv. Period of Payment – The payment shall commence from April 2021 until June 2022.
Settlement Agreement 10

Annexure B

Acknowledgement by the Guarantors on Variation/Amendments on the Consultancy Agreement

dated 13.03.2015 and the assignment of rights of SCSB to Aurora Selatan Sdn Bhd

1. We the undersigned who are the guarantors under the Guarantee & Indemnity Agreement dated
13.03.2015 pursuant to the Consultancy Agreement dated 13.03.2015 are aware and agree with
the the variations and/or amendments that have been made between Synergy Corporation Sdn Bhd
and Alfa Lagenda Sdn Bhd.

2. We are also aware and agree with the assignment of rights and liabilities of Synergy Corporation
Sdn Bhd to Aurora Selatan Sdn Bhd.

3. On that basis, we agree that our liability under the Guarantee & Indemnity Agreement shall
remain intact as per the term in the Guarantee & Indemnity Agreement and shall not be discharged
or diminished by reasons of any variation and/or amendments and/or assignment.

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

Accepted by Tham Cheng Lock)

(NRIC No. 550525-01-5245) )
in the presence of:- )

Accepted by Tham Giap Chai )

(NRIC No. 801010-01-5223) )
in the presence of:- )