Form 8-K

8-K — TREASURE GLOBAL INC

Accession: 0001213900-26-110755

Filed: 2026-10-19

Period: 2026-10-16

CIK: 0001905956

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0309042-8k_treasure.htm (Primary)

EX-10.1 — FORM OF SHARES SALE AGREEMENT DATED OCTOBER 16, 2026, BY AND AMONG TADAA CAPITAL SDN. BHD., CHIN SOO MAU, HENG BOON PING, SEOW KOK LEONG AND TING LIANG LIANG (ea030904201ex10-1.htm)

GRAPHIC (ea030904201_ex10-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0309042-8k_treasure.htm · Sequence: 1

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0001905956

2026-10-16

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported):

October

16, 2026

TREASURE GLOBAL INC

(Exact

name of registrant as specified in its charter)

Delaware

001-41476

36-4965082

(State

or other jurisdiction

Incorporation)

(Commission

File Number)

(IRS

Employer

Identification

Number)

276 5th Avenue, Suite 704 #739

New York, New York

10001

(Address

of registrant’s principal executive office)

(Zip

code)

+6012 643 7688

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

TGL

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

October 16, 2026 (the “Agreement Date”), Treasure Global Inc, a Delaware corporation (the “Company” or “TGL”),

entered into a Shares Sale Agreement (the “Shares Sale Agreement”) with Tadaa Capital Sdn. Bhd. (the “Purchaser”),

Chin Soo Mau (“CSM”), Heng Boon Ping (“HBP”), Seow Kok Leong (“SKL”) and Ting Liang Liang (“TLL,”

and together with CSM, HBP and SKL, the “Vendors”). The Shares Sale Agreement provides for the Purchaser to acquire from

the Vendors all of the issued and paid-up share capital of Platinum Recognition Sdn. Bhd. (the “PRSB,” referred to in the

Shares Sale Agreement as the “Company”), a Malaysian company principally engaged in operating a budget hotel business and

operating the tourist accommodation premises known as “De Elements Business Hotel Kuala Lumpur.”

Each

Vendor is the legal and beneficial owner of 100,000 ordinary shares of PRSB, and the four Vendors collectively own all 400,000 issued

and paid-up ordinary shares of PRSB (the “Sale Shares”). The Sale Shares represent 100% of PRSB’s issued and paid-up

share capital and 100% of its voting rights. The transaction is expressly structured as one single composite transaction, rather than

as separate or independent sales of the respective individual share capital blocks. The purchase price for the Sale Shares is Ringgit

Malaysia Two Million Four Hundred Thousand Only (RM2,400,000.00) (the “Purchase Consideration”), with each Vendor entitled

to 25% of the Purchase Consideration.

The

Purchase Consideration is payable in two components. First, the Purchaser paid an earnest deposit of Ringgit Malaysia Seventy Two Thousand

Only (RM72,000.00), equal to 3% of the Purchase Consideration, to the Vendors’ Solicitors before the Agreement Date. Upon execution

of the Shares Sale Agreement, the Purchaser is required to pay a further Ringgit Malaysia One Hundred Sixty Eight Thousand Only (RM168,000.00),

equal to 7% of the Purchase Consideration, to the Vendors’ Solicitors as stakeholders. These amounts together comprise the Deposit

of Ringgit Malaysia Two Hundred Forty Thousand Only (RM240,000.00), equal to 10% of the Purchase Consideration, and may be released to

the Vendors upon the execution of the Shares Sale Agreement and the Escrow Agreement and receipt of the required Stakeholding Deliverables.

The

remaining Ringgit Malaysia Two Million One Hundred Sixty Thousand Only (RM2,160,000.00), equal to 90% of the Purchase Consideration (the

“Balance Purchase Consideration”), is payable through the “Escrow Realisation Payment Scheme.” The Escrow Agreement

is to be entered into concurrently with the Shares Sale Agreement. The Purchaser is required to cause the Escrow Agent to be allotted

and issued, within five (5) Business Days from the “Unconditional Date,” such number of common stocks of TGL as is computed

in accordance with the Escrow Agreement (the “Escrow Shares”). The Escrow Shares will be subject to a six-month restriction

on trading from the date of allotment and issuance, after which they are to be disposed of under the Escrow Agreement and the sale proceeds

applied toward the Balance Purchase Consideration. The “Escrow Realisation Period” begins on the Unconditional Date and ends

eight (8) months later. The Purchaser remains primarily and absolutely liable to pay the Balance Purchase Consideration in full; any

shortfall after the Escrow Realisation Period is payable within fourteen (14) Business Days after notice, with late payment interest

at 8% per annum calculated daily. Disposal costs are to be borne by the Purchaser.

The

sale and purchase is subject to the following Conditions Precedent, unless waived where applicable, on or before the “Long-Stop

Date”: (i) the Escrow Agreement being entered into by the Vendors, the Purchaser and the Escrow Agent concurrently with the Shares

Sale Agreement; and (ii) written confirmation from the Vendors that no Material Adverse Change in PRSB has occurred as of the Agreement

Date. The Agreement defines the Long-Stop Date as September 30, 2026 or such other date as the Parties may mutually agree in writing.

The Purchaser’s due diligence exercise was completed to its satisfaction on May 12, 2026 and is not an outstanding Condition Precedent.

The Shares Sale Agreement becomes unconditional on the date the last Condition Precedent is fulfilled or waived. Completion occurs when

the Purchaser is registered as proprietor of the Sale Shares and TLL, HBP and SKL cease to be directors of PRSB.

The

Vendors provide representations, warranties and undertakings concerning their authority and capacity, ownership of the Sale Shares free

of Encumbrances, PRSB’s incorporation and share capital, its accounts and financial condition, taxation, compliance with Applicable

Laws, contracts, properties, assets, employees, insurance, intellectual property, information technology, anti-corruption and anti-money

laundering matters, litigation and insolvency. The Vendors’ obligations, warranties, covenants and indemnities are generally given

jointly and severally. The Vendors also undertake that, pending Completion, PRSB will continue to operate in the ordinary and usual course,

subject to the restrictions in the Shares Sale Agreement.

The

Vendors agree to indemnify and hold harmless the Purchaser and PRSB against Losses arising from misrepresentations, breaches of the Vendors’

Warranties and failures to perform the Vendors’ obligations. The indemnities include a Tax Indemnity for liabilities relating to

transactions, income, profits or gains arising on or before Completion and specific indemnities concerning pre-Completion non-compliance

with Applicable Laws, licences and permits, tax audits and disputes, and the tenancy and sub-tenancy of the Specific Property, including

claims or enforcement arising from the Specific Sub-Tenancy. The indemnities are subject to the Fairly Disclosed matters and other exclusions,

limitations and claim procedures in the Shares Sale Agreement.

Events

of default include a Material Adverse Change, material uncured breaches of warranties or other obligations, failure to deliver required

Stakeholding Deliverables or Handover Deliverables, insolvency or bankruptcy events, failure to satisfy or waive a Condition Precedent

by the Long-Stop Date, and failure to cooperate in disposing of the Escrow Shares after the Restricted Period. A Non-Defaulting Party

may terminate the Shares Sale Agreement by written notice or seek specific performance. Depending on the default and the payment status,

the termination provisions address release or refund of the Deposit, liquidated ascertained damages, and treatment of the Escrow Shares

and any Escrow Sale Proceeds.

Other

material terms include confidentiality and public-announcement restrictions, an exclusivity period running from the Agreement Date until

the Long-Stop Date, and non-competition restrictions applicable to the Vendors for the period beginning on the day after the Completion

Date and ending on the fifth anniversary of the Completion Date in the Federal Territory of Kuala Lumpur and the State of Selangor. The

Shares Sale Agreement is governed by the laws of Malaysia. Disputes are subject to good-faith negotiations for ten (10) Business Days

after a Dispute Notice and may thereafter be referred to the Courts of Malaysia.

The

foregoing description of the Shares Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Shares Sale Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

Item

3.02. Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Pursuant to the Shares Sale

Agreement, the Purchaser is required to cause the Escrow Agent to be allotted and issued such number of common stocks of TGL as is computed

in accordance with the Escrow Agreement. The Escrow Shares are to be issued to the Escrow Agent as part of the Escrow Realisation Payment

Scheme, will be subject to a six-month restriction on trading from the date of allotment and issuance, and will be disposed of after

the Restricted Period with the Escrow Sale Proceeds applied toward the Balance Purchase Consideration.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Description

10.1

Form of Shares Sale Agreement dated October 16, 2026, by and among Tadaa Capital Sdn. Bhd., Chin Soo Mau, Heng Boon Ping, Seow Kok Leong and Ting Liang Liang

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

October 19, 2026

TREASURE

GLOBAL INC.

By:

/s/

Pusparajan a/l Vadiveloo

Name:

Pusparajan

a/l Vadiveloo

Title:

Chief

Financial Officer

EX-10.1 — FORM OF SHARES SALE AGREEMENT DATED OCTOBER 16, 2026, BY AND AMONG TADAA CAPITAL SDN. BHD., CHIN SOO MAU, HENG BOON PING, SEOW KOK LEONG AND TING LIANG LIANG

EX-10.1

Filename: ea030904201ex10-1.htm · Sequence: 2

Exhibit 10.1

Made

this 16th October 2026

SALE AGREEMENT

AND BETWEEN

Tadaa

Capital Sdn. Bhd.

[Company

Registration No: 202501039949 (1641358-K)]

Chin

Soo Mau

(N.R.I.C.

No.: 730602-07-5419 / A2431583)

Heng

Boon Ping

(N.R.I.C

No.: 701107-10-5331 / A1736452)

Seow

Kok Leong

(N.R.I.C

No.: 701224-10-5357 / A1761649)

Ting

Liang Liang

(N.R.I.C

No.: 721008-13-5189 / K0296444)

Private & Confidential

THIS

SHARES SALE AGREEMENT (the “Agreement”) is made on the Section 1 of the Schedule 1 (the “Agreement

Date”)

AND BETWEEN

(1) Tadaa

Capital Sdn. Bhd. [Company Registration No: 202501039949 (1641358-K)], a company incorporated

in Malaysia with registered address at 7-9, 2 Rio Tower, Persiaran Rio, Bandar Puteri, 47100

Puchong, Selangor Darul Ehsan and/or business address at No. 29, Jalan PPU 2A, Taman Perindustrian

Pusat Bandar Puchong, 47100 Puchong, Selangor Darul Ehsan (the “Purchaser”);

(2) Chin

Soo Mau (N.R.I.C. No.: 730602-07-5419 / A2431583) a Malaysian citizen of full age and

capacity with address of service at No. 8, Jalan Kenyalang 11/5C, D’ Villa Botany,

Seksyen 11, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan. (“CSM”);

(3) Heng

Boon Ping (N.R.I.C No.: 701107-10-5331 / A1736452) a Malaysian citizen of full age and

capacity with address of service at No. 21, Jalan BP 11/9, Bandar Bukit Puchong 2, 47100

Puchong, Selangor Darul Ehsan (“HBP”);

(4) Seow

Kok Leong (N.R.I.C No.: 701224-10-5357 / A1761649) a Malaysian citizen of full age and

capacity with address of service at 46, Jalan Elektron U16/61, Seksyen U16, Denai Alam, 40160

Shah Alam, Selangor Darul Ehsan (“SKL”)

(5) Ting

Liang Liang (N.R.I.C No.: 721008-13-5189 / K0296444) a Malaysian citizen of full age

and capacity with address of service at No. A1-37,01, 28, Mont’ Kiara, No. 32, Jalan

Kiara, Mont’ Kiara, 50480 Kuala Lumpur (“TLL”).

(Each

of CSM, HBP, SKL and TLL shall be known as “Vendor” and collectively as “Vendors”)

(Each

of the Purchaser and each Vendor shall be referred to individually as a “Party”, and collectively as the “Parties”)

WHEREAS:

(A) Platinum

Recognition Sdn. Bhd. [Company Registration No: 201301004922 (1034765-U)] (hereinafter

referred to as “PRSB” or the “Company”) is a company

incorporated in Malaysia with registered address at No. 104-2, Jalan Mega Mendung, Taman

United, 58200 Kuala Lumpur and/or business address at No. 30, Jalan Tasik Utama 10, Medan

Niaga Tasik Damai, Sungai Besi, 57000 Kuala Lumpur and has at the Agreement Date an issued

and paid-up share capital of Ringgit Malaysia Four Hundred Thousand Only (RM400,000.00) consisting

of four hundred thousand (400,000) unit of ordinary shares issued at Ringgit Malaysia One

Only (RM1.00) each (“Total Share Capital”). The Company is principally

engaged in the operation of a budget hotel business. As at the date of this Agreement, the

Company operates a tourist accommodation premises known as “De Elements Business

Hotel Kuala Lumpur” at the Properties (as defined in Schedule 2 of the Agreement)

(“Current Business”). The Company is the registered operator of the said

tourist accommodation premises under the Applicable Laws. Pending completion of the sale

and purchase of the Sale Shares contemplated under this Agreement, the Company shall continue

to operate the Current Business in the ordinary and usual course, subject always to the terms

of this Agreement.

(B) Each

of the Vendors is the legal and beneficial owner one hundred thousand (100,000) units of

ordinary shares in the Company (each as an “Individual Share Capital Block”

or “ISCB”). The Individual Share Capital Blocks collectively comprise

of all the Total Share Capital and shall collectively to as the “Sale Shares”.

the terms and subject to the conditions contained in this Agreement, each Vendor agrees to

sell and the Purchaser agrees to purchase, the respective ISCB owned by each Vendor, such

that the Purchaser shall acquire the entire Sale Shares representing one hundred per centum

(100%) of the issued and paid up share capital of the Company.

Shares Sales Agreement

Private & Confidential

(D) The

Parties acknowledge and agree that the purpose of the Purchaser to purchase the Sale Shares

is to acquire the entire issued and paid up share capital Company and full control over the

Company including the Current Business. Accordingly, the sale and purchase of the Sale Shares

shall be treated as one single composite transaction and shall not be construed as separate

or independent sales of the respective ISCB. As such, the Parties agree that the Purchaser

will not purchase part of the Sale Shares whereby in the event due to whatsoever reasons

any the sale of any Individual Share Capital Block of any individual Vendor thereof is unable

to be proceeded, the sale and purchase transaction herein contemplated shall be terminated

or otherwise be dealt with in accordance with the Agreement.

IS AGREED as follows:

1 interpretation

1.1 Definitions

this Agreement and the Schedules (including the Recitals), unless the context otherwise requires, the following capitalised term shall

have the following meanings: -

“Affiliates”

relation to any person, means any other person that directly or indirectly through one or

more intermediaries, Controls or is Controlled by, or is under common Control with, that

first-mentioned person and where such person is an individual, shall include any entity directly

or indirectly Controlled by that individual, but shall not include his or her spouse, children,

siblings, parents or other family members solely by reason of their familial relationship;

“Accounts

Date”

means

30 June 2025;

“Applicable

Laws”

means,

with respect to any person, any and all applicable constitutions, treaties, conventions,

statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules

of common law, orders, decrees, awards, injunctions or any form of decisions, determinations

or requirements of or made or issued by, governmental, statutory, regulatory, administrative,

supervisory or judicial authorities or bodies or any court, arbitrator or tribunal with competent

jurisdiction, whether in Malaysia or elsewhere, as amended or modified from time to time,

and to which such person is subject;

“Balance

Purchase Consideration”

has

the meaning as ascribed in Clause 4.3.1;

“Business

Day”

means

a day (other than a Saturday or Sunday) on which commercial banks are open for business in

(i) Kuala Lumpur and Selangor, Malaysia; and (ii) state of New York, the United States of

America;

Shares Sales Agreement

Private & Confidential

“Claim”

means

any notice, demand, assessment, letter or other document issued or action taken by any revenue

or taxing authority in Malaysia or elsewhere or other statutory or governmental authority,

body or official whatsoever (whether of Malaysia or elsewhere in the world), whether issued

or taken before or after Completion, whereby the Company or the Purchaser are or may be placed

or sought to be placed under a liability or to make a payment or deprived of any relief,

rebate, set-off, allowance, credit or repayment provided always that such liability or deprivation

arises from or relates to the Company’s income, transaction, event, act or omission

occurring prior to or on Completion;

“Companies

Act”

Companies

Act 2016 [Act 777];

“Completion

Date”

means

the day Completion occurs as stated in accordance with Clause 6.2.6;

“Completion”

means

the completion of the sale and purchase of the Sale Shares pursuant to Clause 6.2.6;

“Condition

Precedent”

means

the conditions set forth in Clause 3.1;

“Confidential

Information”

means

in relation to a Party, all information of a confidential or proprietary nature concerning

that Party, the Company, the Sale Shares, the Current Business, the Properties, the terms

and conditions of this Agreement, the Escrow Realisation Payment Scheme, the transactions

contemplated under this Agreement, and all information disclosed or made available in connection

with the due diligence exercise, negotiations, preparation, execution or performance of this

Agreement, whether disclosed before, on or after the Agreement Date, and whether disclosed

in writing, orally, electronically or by any other means, including all information relating

to the business, operations, finances, accounts, assets, liabilities, licences, permits,

customers, suppliers, landlords, tenants, sub-tenants, employees, contractors, consultants,

contracts, records, affairs, dealings, trade secrets, know-how, business plans, financial

statements, management accounts, reports, notes, memoranda, correspondence and data of that

Party or the Company, and any information which is marked confidential or which by its nature

ought reasonably to be regarded as confidential;

Shares Sales Agreement

Private & Confidential

“Control”

means,

in relation to any person, the ability, whether directly or indirectly, to direct or cause

the direction of the management, affairs or policies of such person, whether through ownership

of voting shares, contractual rights or otherwise, and the expressions “Controlled”

and “under common Control” shall be construed accordingly;

“Deposit”

meaning

as ascribed in Clause 4.2.3;

“Encumbrance”

means

any form of legal, equitable, or security interests, including but not limited to any mortgage,

assignment of receivables, debenture, lien, charge, pledge, title retention, right to acquire,

hypothecation, option, right of first refusal, any preference arrangement (including title

transfers and retention arrangements or otherwise) any other encumbrance or condition whatsoever

or any other arrangements having similar effect;

“Escrow

Agent”

Chua

Tze Ping (N.R.I.C. No.: 841029-01-6329), an advocate and solicitor of High Court of Malaya

practising at T.P. Chua & Co. of No.17, Jalan BK 5/10A, Bandar Kinrara, 47100 Puchong,

Selangor Darul Ehsan (and reference shall also includes any substitute escrow agent as appointed

under the Escrow Agreement);

“Escrow

Agreement”

means

written agreement between the Vendors, Purchaser and Escrow Agent with respect to arrangement

of the Escrow Realisation Payment Scheme;

“Escrow

Realisation Payment Scheme”

the

mechanism to settle Balance Purchase Consideration as particularised in Clause 4.3.2;

Shares Sales Agreement

Private & Confidential

“Escrow

Realisation Period”

means

the period commencing on the Unconditional Date and expiring on the date falling eight (8)

months thereafter, during which the Escrow Shares shall be disposed and the Escrow Sale Proceeds

shall be applied towards payment of the Balance Purchase Consideration.

For

the avoidance of doubt, if upon the expiry of the Escrow Realisation Period the Escrow Sale Proceeds are insufficient to fully satisfy

the Balance Purchase Consideration, the Purchaser shall pay the Remaining Purchase Consideration (as defined in Clause 4.3.3) within

the period stipulated in Clause 4.3.3. The Escrow Realisation Period shall not be extended by reason of any delay in the allotment,

issuance, registration, sale or disposal of the Escrow Shares, market conditions, regulatory requirements, legal opinions, unless

the Vendors expressly agree otherwise in writing;

Shares Sales Agreement

Private & Confidential

Fairly

Disclosed

means

disclosed in writing to the Purchaser, the Purchaser’s Solicitors and/or Purchaser’s

adviser in this Agreement, disclosure letter (if any), the documents or information provided

during the Due Diligence Exercise (as defined in Clause 3), replies to due diligence enquiries

or related correspondence, in sufficient detail to identify the general nature of the matter

disclosed. It shall not be necessary for the Vendors to quantify the precise extent or consequences

of any actual or potential liability or exposure;

“Governmental

Authority”

means

any governmental, semi-governmental, administrative, regulatory, fiscal or judicial, federal,

state or local or statutory agency, authority, body, commission, department, exchange, tribunal

or entity;

“Intellectual

Property”

includes

patents, knowhow, trade secrets and other confidential information, registered designs, copyrights,

design rights, trademarks, service marks, business names, registrations of and applications

to register any of the aforesaid items, rights in the nature of any of the aforesaid items

in any country, rights in the nature of unfair competition rights and rights to sue for passing

off;

“Leakage”

means any of the following matters occurring during the period from the Locked Box Date up to and including Completion, save for Permitted Leakage:

(a)

any

dividend or distribution (whether in cash or in specie) declared, made or paid (whether actual or deemed) by the Company to the Vendors

or any of their respective Affiliates;

(b)

any

payments made or benefits granted by the Company to, or assets, rights or other benefits transferred or surrendered to or for the

benefit of, or any obligations or liabilities (including contingency liabilities) assumed, indemnified or incurred for the benefit

of the Vendors or the Vendors or any of their respective Affiliates, including any management, consultancy, service or other fees

or charges, or any payment or accrual of interest other than payment to any of them in the ordinary course of business and on arm’s

length terms;

Shares Sales Agreement

Private & Confidential

(c)

any

payment of salaries, bonuses, fees and/or other remuneration to the Vendors or any of their respective Affiliates save for salary,

statutory contribution, reimbursement, increment, allowance, bonus or other employment-related payment made in the ordinary course

of business, consistent with past practice, pursuant to existing employment or service arrangements, or as required by Applicable

Laws;

(d)

any

payments made or agreed to be made by the Company in respect of any loan or share capital or other securities of the Company being

issued, redeemed, purchased or repaid or any other return of capital by that Company to or for the benefit of the Vendors or any

of their respective Affiliates;

(e)

the

creation, assumption or increase of any borrowing, indebtedness or financial obligation by the Company, other than trade debt, operational

liabilities or financing incurred or arising in the ordinary course of business and consistent with past practice;

(f)

the

provision of any guarantee or indemnity, or the creation of any Encumbrance, by the Company in favour of, or for the benefit of the

Vendors or any of their respective Affiliates, other than in the ordinary course of business and consistent with past practice;

(g)

any

waiver, discount, deferral, release or discharge by the Company of:

(aa)

any

rights, obligations, liabilities or amounts owed to that Company by the Vendors or any of their respective Affiliates;

(bb)

any

claim by the Company, howsoever arising, against the Vendors or any of their respective Affiliates other than any waiver, discount,

deferral, release or discharge granted in the ordinary course of business, on arm’s length terms and consistent with past practice;

Shares Sales Agreement

Private & Confidential

(h)

any

payment or incurrence of any Tax by the Company to the extent directly arising from or in connection with any of the matters referred

to in (a) to (g) above; and

(i)

agreeing,

conditionally or otherwise, to do any of the matters referred to in paragraphs (a) to (h) above;

“Locked

Box Accounts”

means

collectively, the audited financial statement of the Company for the financial year ended

on the Locked Box Date which has been reviewed by the Purchaser, as annexed in Schedule

“Locked

Box Date”

means

30 June 2025;

“Locked

Box Warranties”

means

warranties as ascribed in Clause 5.2;

“Long-Stop

Date”

means

30 September 2026 or such other date as the Parties may mutually agree in writing,

acting reasonably, having regard to the time reasonably required to fulfil or waive the Conditions

Precedent.

“Losses”

means

any and all losses, damages, actions, proceedings, claims, liabilities, penalties, fines,

costs, charges and expenses (including, without limitation, all costs and expenses incurred

in disputing or defending any of the foregoing on a full indemnity basis) excluding damages

for indirect consequential losses;

“Material

Adverse Change”

means

an event which has or would reasonably be expected to have a Material Adverse Effect;

“Material

Adverse Effect”

means

material adverse effect in relation to the affairs, operations, businesses, properties, regulatory

changes, loss of key contracts, financial condition (including liabilities, assets and results)

and/or prospects of any of the Company, that has caused or is reasonably likely to cause

the net asset value of the Company to decrease by more than 20% from that set forth in the

Locked Box Accounts excluding any decrease arising from or attributable to:

(a)

the continuation of the Company’s ordinary and usual course of business or operating losses consistent with its historical

trading performance and circumstances Fairly Disclosed to the Purchaser;

(b)

any amounts owing to, advances made by, or financial support provided by the Vendors, shareholders or their related parties which

have been Fairly Disclosed to the Purchaser; and

any settlement, waiver, capitalisation, conversion or other agreed treatment of such amounts pursuant to this Agreement or any document

entered into in connection with the transaction;

Shares Sales Agreement

Private & Confidential

“Permitted

Leakage”

means:

(a)

any

payments made (or to be made) by the Company which have been specifically accrued or provided for in the Locked Box Accounts;

(b)

any

payment by the Company of, or incurring by the Company of any obligation to pay, any amount made in respect of goods or services

supplied to the Company in the ordinary course of business and consistent with past practice;

(c)

the

payment by the Company of or the incurring of any obligation to pay salaries, bonuses and/or other remuneration to any employee,

or officer from the Locked Box Date up to and including the Completion Date which the Company is contractually required to pay in

the ordinary course of business and which is paid consistent with past practice under any service or other consultancy agreement

duly disclosed; and

(d)

any

payments which have been previously approved by the Purchaser in writing;

(e)

matters

expressly permitted under this Agreement,

(f)

matters

fairly disclosed to the Purchaser prior to Completion by the Vendors;

(g)

and

acts, payments or transactions carried out in the ordinary and usual course of business and in a manner substantially consistent

with past practice.

“Purchase

Consideration”

meaning

as ascribed in Clause 4.1.1;

“Purchaser’s

Solicitors”

The

firm of advocates and solicitors of High Court of Malaya representing the Purchaser with particulars stated in Section 8 of

Schedule 1;

“Purchaser’s

Warranties”

means

the representations and warranties made or given by the Purchaser set out in the Agreement;

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Private & Confidential

“Ringgit

Malaysia” or “RM”

lawful

currency for the time being of the Malaysia;

“Tax

Losses”

means

all amounts equal to loss of any relief, loss, credit, rebate, allowance, set-off or deduction

in computing profits; or right to repayment of taxation granted by or pursuant to legislation

concerning or otherwise relating to taxation, whether in Malaysia or elsewhere;

Tax”,

“Taxes”, and “Taxation”

includes:

(a) all

forms of taxation, duties, imposts, levies, rates or other statutory, governmental or local governmental impositions of whatever

nature whenever created or imposed in Malaysia or elsewhere, including income tax, property tax, real property gains tax, capital

gains tax, capital duty, stamp duty, service tax, goods and services tax, value added tax, sales tax, payroll tax, withholding tax,

rates, customs and excise duties, regional or local taxes, municipal taxes, and generally any tax, duty, impost, levy or rate or

any amount payable to the revenue, customs or fiscal authorities of any and all relevant jurisdictions;

(b) all

Tax Losses; and

costs, interest, penalties, fines, charges and expenses incidental or relating to any of the above;

“Transaction”

includes

any transaction, act, event or omission of whatever nature;

“Vendor’s

Solicitors”

The

firm of advocates and solicitors of High Court of Malaya representing the Vendors with particulars

stated in Section 9 of Schedule 1; and

“Vendor’s

Warranties”

means

the representations and warranties made or given by the Vendors set out in the Agreement.

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Any

references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions

as respectively amended or re-enacted or as their application is modified from time to time by other provisions (whether before or after

the date hereof) and shall include any statutes or provisions of which they are re-enactments (whether with or without modification)

and any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision. References

to sections of consolidating legislation shall wherever necessary or appropriate in the context be construed as including references

to the sections of the previous legislation from which the consolidating legislation has been prepared.

1.2 Accounts

Any

reference in this Agreement or the Schedules to “accounts” shall include the directors’ and auditors’

reports, relevant balance sheets and profit and loss accounts and related notes together with all documents which are or would be required

by law to be annexed to the accounts of the company concerned and for the accounting period in question unless the reference is to unaudited

accounts prepared by management in which case, the directors’ and auditors’ reports shall be omitted.

1.3 Companies

Act

The

words “subsidiary”, “related corporation” and “holding company” shall have the

same meaning in this Agreement as their respective definitions in the Companies Act.

1.4 Time

reference to the time of day is to Malaysia time. If any period of time is specified from a given day, or the day of a given act or event,

it is to be calculated exclusive of that day and if any period of time falls on a day which is not a Business Day, then that period shall

expire on the next Business Day.

1.5 Miscellaneous

1.5.1 The

headings in this Agreement are inserted for convenience only and shall be ignored in construing

this Agreement. When there is any doubt in the construction of this Agreement, no Party shall

be prejudiced merely because it or its solicitors had prepared this Agreement or proposed

the relevant text in issue in this Agreement. Unless the context otherwise requires, words

(including words defined in this Agreement) denoting the singular number shall include the

plural and vice versa. The words “written” and “in writing”

include any means of visible reproduction. References to the “Appendices”,

“Clauses”, “Recitals” and “Schedules”

are to the relevant appendices, clauses of, recitals of and the schedules to this Agreement,

all of which form an integral part of this Agreement.

1.5.2 Notwithstanding

anything to the contrary contained in this Agreement, the Vendors’ obligations and

liabilities in connection with the transactions contemplated under this Agreement are owed

by the Vendors to the Purchaser on a joint and several basis for the sale and purchase of

the Sale Shares transactions.

2 SALE

AND PURCHASE OF SALE SHARES

Subject

to the terms and conditions of this Agreement, each Vendor agrees to sell, and the Purchaser agrees to purchase, the Sale Shares as one

single composite transaction, free from all Encumbrances and together with all rights, benefits and entitlements attaching thereto as

at Completion, including all dividends and distributions declared, made or paid on or after Completion.:

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3 DUE

DILIGENCE AND CONDITIONS precedent

The

Parties hereby agrees that the Purchaser has, prior to the execution of this Agreement conducted due diligence exercise on and the Vendors

in respect of all matters (including but not limited to the Sale Shares, the Company, the Company’s assets, liabilities, undertakings,

financial, operational, management, accounting, financial and legal matters) [the “Due Diligence Exercise”] and that

the Due Diligence Exercise was completed to the satisfaction of the Purchaser on 12 May 2026 (“DD Satisfaction Date”).

Accordingly, the Purchaser acknowledges that the Due Diligence Exercise has been fulfilled as at the Agreement Date and the conduct of

Due Diligence Exercise shall not be treated as an outstanding condition precedent or be relied upon by the Purchaser as a ground to delay,

withhold or refuse Completion.

3.1 The

sale and purchase of the Sale Shares is conditional upon the satisfaction of the following

conditions (unless otherwise waived, where applicable) on or before the Long-Stop Date: -

(a) the

Escrow Agreement with respect to the Escrow Realisation Payment Scheme being entered into

by the Vendors, Purchaser and the Escrow Agent concurrently on the Agreement Date;

(b) a

written confirmation from the Vendors confirming no Material Adverse Change in PRSB, occurring

as of the Agreement Date.

(“Condition

Precedent”)

3.2 Each

Party shall use reasonable endeavours to take such steps and execute such documents as may

be reasonably required of it to procure the fulfilment of the Conditions Precedent which

are within its respective control, on or before the Long-Stop Date. For the avoidance of

doubt, the Long-Stop Date is solely the deadline for fulfilment or waiver of the Conditions

Precedent.

3.3 Without

limiting the generality of the foregoing, the Vendors shall, and shall procure the Company

to, provide such reasonable assistance and information as may be reasonably necessary for

the purpose of satisfying the Conditions Precedent, provided always that the Purchaser shall

not be entitled to re-open or extend the Due Diligence Exercise, and any further information

made available to the Purchaser shall remain subject to the confidentiality, non-use and

non-circumvention obligations under this Agreement.

3.4 This

Agreement shall become unconditional on the date the last event of the Conditions Precedent

as provided in Clause 3.1 being fulfilled or, where applicable, waived in writing by the

Party entitled to the benefit of such Condition Precedent (“Unconditional Date”).

The Escrow Realisation Period of eight (8) months shall commence on the Unconditional Date.

4 consideration

4.1 Purchase

Consideration

4.1.1 The

purchase price payable by the Purchaser to the Vendors for the purchase of the Sale Shares

shall be Ringgit Malaysia Two Million Four Hundred Thousand Only (RM2,400,000.00) (“Purchase

Consideration”).

4.1.2 The

Parties agree that the Purchase Consideration is for the purchase of the Sale Shares collectively

as one single composite transaction. The Purchase Consideration shall be paid in accordance

with Clause 4.

4.1.3 Each

Vendor shall be entitled to twenty five percent (25%) of the Purchase Consideration

(“Purchase Consideration Distribution Ratio”).

4.2 Deposit

4.2.1 The

Vendors hereby agree and acknowledge that the Purchaser has paid earnest deposit of Ringgit

Malaysia Seventy Two Thousand Only (RM72,000.00) equivalent to three per centum (3%)

of the Purchase Consideration to the Vendors’ Solicitors prior to the Agreement Date

(“Earnest Deposit”).

4.2.2 The

Purchaser shall, upon execution of this Agreement, pay to the Vendors’ Solicitors as

stakeholders a further sum of Ringgit Malaysia One Hundred Sixty Right Thousand (RM168,000.00),

equivalent to seven per centum (7%) of the Purchase Consideration (“Balance

Deposit”).

4.2.3 The

Earnest Deposit and the Balance Deposit shall collectively amount to Ringgit Malaysia

Two Hundred Forty Thousand Only (RM240,000.00), equivalent to ten per centum (10%)

of the Purchase Consideration (collectively as “Deposit”).

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4.2.4 The

Vendors’ Solicitors shall be authorised to release the Deposit to the Vendors in accordance

with the Purchase Consideration Distribution Ratio upon: - (i) execution of this Agreement,

(ii) execution of the Escrow Agreement; and (iii) Vendors’ Solicitors’ receipt

of the Stakeholding Deliverables and issuance of the Stakeholding Deliverable Confirmation

pursuant to Clause 6.1.2. below.

4.3 Balance

Purchase Consideration

4.3.1 The

Parties agree that the balance purchase consideration being Ringgit Malaysia Two Million

One Hundred Sixty Thousand Only (RM 2,160,000.00) equivalent to ninety per centum

(90%) of the Purchase Consideration (“Balance Purchase Consideration”)

shall be paid by the Purchaser to the Vendors in accordance with the terms and conditions

of Clause 4.3.2

4.3.2 Subject

to Clause 4.3.3 below, the Balance Purchase Consideration shall be paid by the Purchaser

to the Vendors through the Escrow Realisation Payment Scheme within the Escrow Realisation

Period, the particulars whereof are hereinbelow detailed: -

(a) Parties

and the Escrow Agent shall enter into an Escrow Agreement concurrently with this Agreement.

The Escrow Agreement shall particularise the mechanism and manner in which the issues arising

in this Clause 4.3.2. are to be managed;

(b) Parties

agree that the Purchaser shall cause the Escrow Agent be allotted and issued with such number

of common stocks in one Treasure Global Inc (Delawarean Secretary of State File No.: 7908921)

a company incorporated in the State of Delaware, United States of America and having an address

for service at 276, 5th Avenue Suite, 704#739 New York, NY 10001, United States

of America (“TGL”), as to be computed in accordance to the Escrow Agreement

(the “Escrow Shares”);

Purchaser shall procure that the Escrow Shares are allotted, issued and registered in the

name of the Escrow Agent within five (5) Business Days from Unconditional Date. Save for

any Escrow Realisation Period being extended by agreement in writing by the Parties, any

delay in such allotment, issuance or registration shall not postpone, suspend or extend the

Escrow Realisation Period or the Purchaser’s obligation to pay the Balance Purchase

Consideration in accordance to this Agreement;

(d) The

Escrow Shares so allotted and issued to the Escrow Agent will be subject to restriction on

trading for a period of six (6) months from the date of allotment and issuance thereto (“Restricted

Period”);

(e) The

Vendors and Purchaser agree that the Escrow Shares shall be disposed of upon expiry of the

Restricted Period in accordance with the Escrow Agreement, and the proceeds of sale of the

Escrow Shares (“Escrow Sale Proceeds”) shall be utilised towards payment

of the Balance Purchase Consideration. The disposal of the Escrow Shares after expiry of

the Restricted Period shall be made in accordance to the Escrow Agreement. The Parties shall

promptly take all steps and provide all instructions, documents, information and assistance

reasonably required to facilitate such disposal without delay having due regards of the Escrow

Realisation Period. For the avoidance of doubt, the disposal of the Escrow Shares shall not

prejudice the Purchaser’s obligation to pay any shortfall in accordance with Clause

4.3.3;

(f) The

Parties acknowledge and agree that the Escrow Shares are accepted by the Vendors solely as

part of the Escrow Realisation Payment Scheme and only on the express basis that the Purchaser

shall remain primarily and absolutely liable to fully settle the Balance Purchase Consideration.

The Purchaser and the Vendors hereby agree that, upon expiry of the Restricted Period, the

Escrow Shares shall be disposed of in accordance with the Escrow Agreement, and the Parties

shall take all steps and provide all documents, information and assistance reasonably required

to facilitate such disposal without delay. In determining the timing and manner of disposal,

the Parties shall act reasonably and in good faith, having regard to the expiry of the Escrow

Realisation Period and the obligation of the Purchaser to ensure that the Balance Purchase

Consideration is paid in full in accordance to this Agreement. The disposal or non-disposal

of the Escrow Shares shall not postpone, suspend, reduce or otherwise affect the Purchaser’s

obligation to ensure that the Balance Purchase Consideration is received in full by the Vendors’

Solicitors as cleared funds in accordance to this Agreement. If the Escrow Sale Proceeds

are insufficient to fully settle the Balance Purchase Consideration, the Purchaser shall

remain liable to pay the shortfall in accordance with Clause 4.3.3;

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(g) The

Escrow Sale Proceeds shall not be subjected to any deductions of any cost and expenses (including

any brokerage fees, commission, clearing or custodian charges and any other expenses relating

to the sale of the Escrow Shares) (“Disposal Cost”). The Disposal Cost

shall be borne by the Purchaser at its own cost and expense without affecting or defraying

any sum in the Escrow Sale Proceeds;

(h) The

Escrow Sale Proceeds up to the sum of the Balance Purchase Consideration shall be released

and paid to the Vendors’ Solicitors as stakeholder within five (5) Business Days from

the date of receipt or realisation thereof and, in any event, no later than the expiry of

the Escrow Realisation Period and such sum shall be retained by the Vendor’s Solicitors

as stakeholder and the said sum shall not be released unless in accordance with the terms

and conditions of the Agreement.

4.3.3 In

the event that the Escrow Sale Proceeds are insufficient to fully settle the Balance Purchase

Consideration upon expiry of the Escrow Realisation Period, causing part of the Balance Purchase

Consideration remain unpaid (the “Remaining Purchase Consideration”),

the Purchaser agree that the Purchaser shall within fourteen (14) Business Days from the

written notification of the Vendors or Vendors’ Solicitors (whichever applicable) to

the Purchaser or Purchaser’s Solicitors (whichever applicable) (the “Payment

Deadline”) pay to the Vendors’ Solicitors the Remaining Purchase Consideration.

The Remaining Purchase Consideration so paid by the Purchaser shall remain in the Vendors’

Solicitors possession and shall not be unless in accordance with the terms and conditions

of the Agreement. In the event the Purchaser fails, omit and/or neglected to pay the Vendors’

Solicitors the Remaining Purchase Consideration in full within Payment Deadline, then without

prejudicing the Vendors’ rights and remedies under the Agreement, with respect to the

Remaining Purchase Consideration which remain due and unpaid as of the Payment Deadline,

the Purchaser shall bear late payment interest at the rate of eight per centum (8%) per annum

calculated on a daily basis from the day immediately following the expiry of the Payment

Deadline until payment of the Remaining Purchase Consideration which remain due and unpaid

as of the Payment Deadline in full by the Purchaser to the Vendors’ Solicitors as cleared

funds (“RPC-LPI”). The Purchaser shall pay such accrued RPC-LPI together

with the Remaining Purchase Consideration which remain due and unpaid as of the Payment Deadline.

4.4

Payment to Vendors’

Solicitors

4.4.1 All

sums payable by the Purchaser to the Vendors under this Agreement, including the Balance

Deposit, the Balance Purchase Consideration [being the Escrow Sale Proceed and Remaining

Purchaser Consideration (if any)], and RPC-LPI (if any), shall be paid to the Vendors’

Solicitors as stakeholders into the Vendors’ Solicitors’ firm client account,

particulars whereof are as follows:

Account Name

Woon Wee Yuen & Partners

Bank

Ambank (M) Berhad

Account No.

081-202-200176-3

4.4.2 Payment

may be made by way of banker’s draft, cashier’s order, client account cheque

issued by the Purchaser’s Solicitors or Purchaser or Purchaser’s nominee (whichever

applicable), cheque issued by the Purchaser’s financier, interbank fund transfer, e-payment

and/or RENTAS, in favour of the Vendors’ Solicitors. Any payment made by way of interbank

fund transfer, e-payment or RENTAS shall only be deemed received upon the relevant funds

being cleared and credited into the Vendors’ Solicitors’ firm client account.

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5 locked

box

5.1 The

Vendors hereby represent and warrant to the Purchaser, in respect of PRSB, that since the

Locked Box Date and up to and including Completion, and subject always to Permitted Leakage,

matters Fairly Disclosed and matters expressly permitted under this Agreement:

(a) the

Company has carried on and shall continue to carry on its business in the ordinary and usual

course in a manner substantially consistent with past practice in accordance with: (i) all

Applicable Laws and (ii) all contractual or other obligations by, or to which, the Company

are bound or subject; and

(b) no

Leakage other than Permitted Leakages has occurred.

5.2 The

Vendors further represents and warrants to the Purchaser, in respect of PRSB, that the Locked

Box Accounts:

(a) have

been properly prepared with due care and attention and in good faith on a basis in accordance

with the provisions of the Malaysian Financial Reporting Standards issued by the Malaysian

Accounting Standards Board and all Applicable Laws, and give a true and fair view in all

material respect of the financial position of the Company as at the Locked Box Date and of

its results and the cash flows for the relevant period;

(b) disclose

and make proper and adequate provision or reserve for (or note in accordance with good accounting

practice) all actual liabilities and all contingent liabilities which would normally be provided

or reserved for or noted as at the Locked Box Date, make provision reasonably regarded as

adequate for all bad or doubtful debts as at the Locked Box Date and make due provision for

amortization and for any obsolescence of assets as at the Locked Box Date; and

proper and adequate provision or reserve for all Tax (including deferred or provisional Taxation)

liable to be assessed on the Company for the twelve (12) months ended on the Locked Box Date

or for any subsequent period in respect of any distribution, transaction, event or omission

occurring or any income or profits or gains earned, accrued or received by the Company on

or prior to the Locked Box save to the extent that any additional liability arises solely

from any change in Applicable Law, tax rate, administrative practice or interpretation occurring

after the Locked Box Date.

5.3 Each

of the Locked Box Warranties shall be separate and independent and shall not be limited by

reference to or inference from any other Locked Box Warranty but shall in cases be subjected

to the qualifications limitations, exclusions, disclosure provisions, liability caps and

time limits contained in this Agreement.

5.4 The

Vendors undertakes to the Purchaser in respect of PRSB, that subject to Permitted Leakage,

matters Fairly Disclosed, matters expressly permitted under this Agreement and acts, payments

or transactions carried out in the ordinary and usual course of business in a manner substantially

consistent with past practice, there shall be no Leakage from the Locked Box Date up to and

including Completion.

5.5 Subject

to Clause 5.6 and the limitations, exclusions and liability caps contained in this Agreement,

where the Purchaser establishes that any Leakage, other than Permitted Leakage, has occurred

as a direct result of a material breach of Clause 5.4 or any Locked Box Warranty, the Vendors

shall be liable only for the amount of the actual direct Loss suffered by the Company as

a result of such Leakage. The Vendors shall not be liable for: -

(a) the

matter was Fairly Disclosed or within the actual knowledge of the Purchaser, its solicitors

or advisers;

(b) the

relevant payment or transaction was undertaken in the ordinary course of business, consistently

with past practice or pursuant to an existing contractual or statutory obligation;

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Private & Confidential

party;

(d) the claim relates to an indirect, consequential, punitive, speculative or remote loss, including loss

of profit, opportunity or goodwill; or

Nominee Director (as defined in Clause 6.1.1 (ii) below).

5.6 If the Purchaser becomes aware of any matter that may give rise to a leakage claim, the Purchaser shall

give notice of the leakage claim (the “Leakage Claim Notice”) to the Vendors or the Vendors’ Solicitors not later

than six (6) months from the Completion Date. The Leakage Claim Notice must contain:

(a) reasonable details, insofar as they are known to the Purchaser, of the matter giving rise to the leakage

claim;

(b) the basis for the leakage claim;

of the calculation thereof and the supporting documents then available to the Purchaser;

The Purchaser shall not be entitled

to recover any Loss to the extent that the Vendors have been materially prejudiced by the Purchaser’s failure to comply with this

Clause 5.6.

5.7 The Vendors shall inform the Purchaser in writing of any material Leakage which is not a Permitted Leakage,

or any material breach by the Vendors of Clause 5.4 or any of the Locked Box Warranties, as soon as reasonably practicable and, in any

event, within five (5) Business Days after the Vendors obtain actual knowledge of such Leakage or breach, together with reasonable details

then available to the Vendors.

5.8 The provisions in Clauses 5.1 to 5.7 shall not be extinguished or affected by Completion, provided that

no leakage claim may be brought unless:

(a) Completion has occurred;

(b) the Purchaser has served a Leakage Claim Notice complying with Clause 5.6 within twelve (12) months after

the Completion Date; and

in respect of the leakage claim within six (6) months after the date of the Leakage Claim Notice.

Any leakage claim which is not notified

and, where applicable, commenced within the periods stipulated above shall be deemed irrevocably waived and discharged.

6 pre-Completion & completion

6.1 Pre-Completion

6.1.1 On the Agreement Date, the Vendors shall deliver or cause to be delivered to the Vendors’ Solicitors

as the stakeholder the documents as follows (the “Stakeholding Deliverables”) to be held strictly as stakeholder and

not to be released, dated, utilised, filed, lodged or acted upon except in accordance with the express terms of this Agreement: -

(i) the original duly executed and undated share transfer forms (executed by the Vendors) in respect of the

Sale Shares of the Company, in favour of the Purchaser (“Vendors Executed STFs”), accompanied by the relevant original

share certificates for the Sale Shares;

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(ii) the original signed and undated directors’ resolution of the Company approving the transfer of the

Sale Shares to the Purchaser, the registration of the share transfer, subject only to it being duly stamped and the appointment of such

persons nominated by the Purchaser as Company’s directors (“Purchaser Nominee Directors”) (“Relevant

DCR”);

(iii) the original signed and undated resignation letter of TLL, HBP and SKL as directors of PRSB containing

a statement that there are no monies owed by the Company to him/her and that he/she has no claims against the Company for compensation

for loss of office, redundancy or unfair dismissal or otherwise howsoever (“Current Directors Resignations”);

(iv) the written confirmation signed and undated by the Vendors confirming that upon Completion there are no

monies due and owing by the PRSB to the Vendors, their Affiliates or persons connected to them (as such expression is defined in the Companies

Act), and that the Vendors has no claims against PRSB and if there are any such claims, it shall irrevocably release and disclaim all

their rights to such claims;

(v) the written confirmation signed and undated by Temasya Abadi Sdn. Bhd. [Company Registration No.: 201101004201

(932342-A)] confirming that upon Completion, all monies then due and owing by PRSB to Temasya Abadi Sdn. Bhd. [Company Registration No.:

201101004201 (932342-A)], its Affiliates or persons connected to it (as such expression is defined in the Companies Act), shall be irrevocably

waived, released and discharges, whereupon Temasya Abadi Sdn. Bhd. [Company Registration No.: 201101004201 (932342-A)], its Affiliates

or persons connected to it (as such expression is defined in the Companies Act) shall have no further claim whatsoever against PRSB in

respect thereof;

(vi) the original signed and undated directors’ resolution of Company approving the revocation of all

existing authorities to bankers of Company in respect of the operation of bank accounts and giving authority in favour of such persons

as the Purchaser may nominate to operate such accounts; and

(vii) any such documents as may be required for the stamping of the transfers in respect of the Sale Shares

(including if required, copies of the latest audited accounts of the Company, certified true copies of the certificate of incorporation

of the Company and all Return of Allotment of Shares of the Company) and such other documents as may be required by the Vendors to give

to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder(s) thereof.

6.1.2 The Vendors shall cause the Vendor’s Solicitors to stake-hold and keep in the Vendor’s Solicitors

custody the Safekeeping Deliverables and release and/or retain the Safekeeping Deliverables in accordance with the terms and conditions

herein. The Parties agree that the Safekeeping Deliverables shall be kept in the possession of the Vendor’s Solicitors and shall

be released in accordance with the terms and conditions of this Agreement. In any event, the Vendors shall cause the Vendors’ Solicitors

to confirm with the Purchaser or Purchaser’s Solicitors (whichever applicable) in writing within five (5) Business Days upon the

Vendors’ Solicitors receipt of the Stakeholding Deliverables (“Stakeholding Deliverables Confirmation”).

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6.2 Completion

6.2.1 Within five (5) Business Days from the date the Balance Purchase Consideration has been received in full

by the Vendors’ Solicitors as cleared funds in accordance with Clause 4.3, the Vendors shall deliver or cause to be delivered to

the Vendors’ Solicitors as the stakeholder the documents as follows (the “Handover Deliverables”): -

(a) if required by the Purchaser, original certificates of incorporation, common seal, minute books and up-to-date

statutory registers, financial, accounting and customer records of the Company;

(b) if required by the Purchaser, cheque books, up-to-date financial and accounting records, up-to-date human

resources records, up-to-date customer and suppliers’ records of the Company (if any and where relevant); and

human resources records, of the Company.

6.2.2 Upon the Vendors’ Solicitors receiving the Balance Purchase Consideration in full as cleared funds

in accordance with Clause 4.3 and subject to Clause 6.1.1, the Vendors shall cause the Vendors’ Solicitors to release and deliver

the Stakeholding Deliverables and Handover Deliverables to the Purchaser or the Purchaser’s Solicitors (whichever applicable) within

five (5) Business Days.

6.2.3 The Purchaser or the Purchaser’s Solicitors (whichever applicable) shall within five (5) Business

Days from the date of receipt of Stakeholding Deliverables and Handover Deliverables from the Vendor’s Solicitors cause the Vendors

Executed STFs to be executed by the Purchaser (the “Fully Executed STFs”) and thereafter file the Fully Executed STFs

for adjudication of assessment of stamp duties;

6.2.4 The Purchaser shall within five (5) Business Days from the issuance of the notice of assessment of stamp

duties by the collector of stamp duties pay the stamp duties and cause the Fully Executed STFs to be stamped by the collector of stamp

duties (“Stamped STFs”).

6.2.5 The Purchaser shall; or the Purchaser shall cause the Purchaser’s Solicitors (whichever applicable)

within five (5) Business Days from the date the Fully Executed STFs are being stamped and become the Stamped STFs: -

(a) deliver: -

(i) the Stamped STFs to the Company for the purpose of causing to be entered the name of the Purchaser as

transferee in the register of members;

(ii) such waivers, consents and/or documents, if any, as the Purchaser may reasonably require to enable the

Purchaser to be registered as the proprietor of the Sale Shares;

(iii) the original share certificate(s) of the Sale Shares issued in favour of the Vendor, if any;

(b) procure the secretary of the Company to register the proprietorship of the Sale Shares in favour of the

Purchaser in the register of members of the Company upon lodgement of Stamped STFs;

issued in favour of the Vendor, if any;

(d) to apply or cause to apply to the Company to issue new share certificate(s) of the Sale Shares in favour

of the Purchaser;

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(e) to deliver to the Company the Relevant DCR in order to effectuate the appointment of the Purchaser Nominee

Directors and effectuating the transfer of Sale Shares;

(f) after or concurrent with the appointment of the Purchaser Nominee Directors as the directors, to deliver

to the Company the Current Directors Resignations to effectuate the resignation of the TLL, HBP and SKL as directors of the Company.

6.2.6 The date to which: -

(a) the Purchaser being registered as the proprietor of the Sale Shares; and

(b) TLL, HBP and SKL cease to be directors of the Company;

shall be known as

“Completion Date”;

whereby: -on Completion

Date, the sale and purchase transaction of the Sale Shares is Completed. Completion as referred to in this Agreement shall be construed

accordingly.

6.2.7 The Purchaser or Purchaser’s Solicitors (whichever applicable) shall cause the following documents

to be delivered to the Vendor’s Solicitors within five (5) Business Days from the date the Purchaser being registered as the proprietor

of the Sale Shares; or the date TLL, HBP and SKL cease to be directors of the Company (whichever later): -

(a) Notification of Change in the Register of Members pursuant to Section 51 of the Companies

Act evidencing the transfer of Sale Shares to Purchaser; and

(b) Notification of Notification of Change in the Register of Directors, Managers, and Secretaries pursuant

to Section 58 of the Companies Act evidencing TLL, HBL and SKL ceasing to be directors of the Company.

6.2.8 The Parties agree that upon the Vendor’s Solicitors receipt of the documents in Clause 6.2.7 above,

the Vendor’s Solicitors shall be authorised to release the Balance Purchase Consideration (and RPC-LPI, if any) to the Vendors in

accordance with the Purchase Consideration Distribution Ratio.

7 WARRANTIES

7.1 Authority and Capacity of the Vendors

The Vendors hereby represents and warrants

to and undertakes with the Purchaser that:

7.1.1 Authority to enter into this Agreement etc.

(a) The Vendors has the legal right and full power and authority to enter into and perform its obligations

under this Agreement and the transactions contemplated herein, and when executed, this Agreement and all such other agreements and obligations

entered into and undertaken in connection with this Agreement and the transactions contemplated herein constitute valid and binding obligations

on the Vendors enforceable against the Vendors in accordance with the respective terms.

(b) No other permit, approval or consent is required by the Vendors from any third party, Governmental Authority

or relevant competent authority for the entry into, completion and performance of this Agreement by the Vendors.

or prevent their entry into, exercise of rights under and/or performance or enforcement of or compliance with their obligations under

this Agreement.

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7.1.2 Not Insolvent

Vendors are not bankrupted or have

not committed an act of bankruptcy. No proceedings, applications, petitions or summons have commenced or been threatened, nor any steps

taken by any person with a view to the bankruptcy or insolvency of the Vendors.

7.2 Incorporation of Schedule 2

The Vendors hereby represents and warrants

to the Purchaser in the terms set out in Schedule 2 subject to matters Fairly Disclosed and the qualifications, limitations, exclusions

liability caps and claim procedures contained in this Agreement, and acknowledge that the Purchaser is entering into this Agreement in

reliance, inter alia, on the Vendors’ Warranties. The Vendors’ Warranties shall continue in full force and effect after Completion

only to the extent and for the periods expressly provided in this Agreement.

7.3 Authority and Capacity of the Purchaser

The Purchaser hereby represents and

warrants to and undertakes with the Vendors that:

(a) The Purchaser is a company duly incorporated and validly existing under the laws of its place of incorporation.

(b) The Purchaser has the legal right and full power and authority to enter into and perform its obligation

under this Agreement and the transactions contemplated herein, and when executed, this Agreement and all such other agreements and obligations

entered into and undertaken in connection with this Agreement and the transactions contemplated herein constitute valid and binding obligations

on the Purchaser enforceable against the Purchaser in accordance with the respective terms.

presented to wind up the Purchaser.

7.4 Parties Induced by and Relied on Warranties

Each Party acknowledges that the other

Party is entering into this Agreement in reliance on (inter alia) the Vendors’ Warranties or the Purchaser’s Warranties

(as applicable), and was induced by the same to enter into the Agreement.

7.5 Warranties to Be Separate and Independent

7.5.1 Save as expressly otherwise provided, the Vendors’ Warranties shall be separate and independent

and shall not be limited by reference to any other paragraph of Schedule 2 or by anything in this Agreement which is not expressly

referenced to the Vendors’ Warranty concerned provided always that all Vendors’ Warranties shall be subject to matters Fairly

Disclosed and the qualifications, limitations, exclusions, liability caps, time limits and claim procedures contained in this Agreement.

7.5.2 Save as expressly otherwise provided, the Purchaser’s Warranties shall be separate and independent

and shall not be limited by anything in this Agreement which is not expressly referenced to the Purchaser’s Warranty concerned.

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7.6 Updating to Completion

7.6.1 The Vendors represents and warrants that the Vendors’ Warranties, authority and capacity to enter

into and perform this Agreement, and the absence of Encumbrances over the Sale Shares shall remain true and correct in all material respects

at Completion as if repeated at Completion provided always that: -

no change arising after the Agreement

Date from the ordinary and usual course of business, matters beyond the reasonable control of the Vendors, changes in Applicable Laws,

market or industry conditions, or any act, omission or delay attributable to the Purchaser or its representatives shall constitute a breach

of the Vendors’ Warranties.

7.6.2 Each Party (“Notifying Party”) shall be obliged (as a continuing obligation) to notify

the other Party at any time between the Agreement Date and the Completion Date, of any material breach of Vendors’ Warranties (in

the case the Notifying Party is one of the Vendors) or the Purchaser’s Warranties (in the case the Notifying Party is the Purchaser),

as the case may be. For the avoidance of doubt, the changes to the Vendors Warranties or Purchaser’s Warranties, as applicable (from

the date of this Agreement to Completion) which are within the ordinary course of business, for changes in Applicable Laws, market or

industry conditions, shall not be deemed as a breach of the Vendors’ Warranties or Purchaser’s Warranties (as the case may

be), provided that such changes have been notified by the Notifying Party to the other Party prior to the Completion.

7.7 Effect of Completion

7.7.1 The Vendors’ Warranties and all other provisions of this Agreement insofar as the same shall not

have been performed at Completion shall not in any respect be extinguished or affected by Completion, or by any other event or matter

whatsoever, except by a specific and duly authorised written waiver or release by the Purchaser. As stipulated, the transaction contemplated

herein is for the Sale Shares and not for any Individual Share Capital Block or any ordinary share within the Individual Share Capital

Block, therefore the Vendors’ Warranties, Vendors’ covenants and/or Vendors’ indemnity are deemed given by Vendors jointly

and severally in favour of the Purchaser.

7.7.2 The Purchaser’s Warranties and all other provisions of this Agreement insofar as the same shall

not have been performed at Completion shall not in any respect be extinguished or affected by Completion, or by any other event or matter

whatsoever, except by a specific and duly authorised written waiver or release by the Vendors.

7.8 Rights and Remedies

7.8.1 Considering the nature of the transaction contemplated herein as stipulated in Clause 7.7.1: - the rights

and remedies under this Agreement shall only be enforceable in the following manner (i) Vendors collectively against the Purchaser; and

(ii) Purchaser against Vendors collectively.

7.8.2 A breach by a Vendor shall mean breach by the Vendors collectively. Any obligations, warranties, indemnity

and/or otherwise covenant of Vendor shall means warranties, indemnity and/or otherwise covenant of Vendors jointly and severally.

7.8.3 Each Vendor shall not separately claim remedy against the Purchaser.

7.8.4 Purchaser shall not separately claim remedy against each Vendor.

7.8.5 The Purchaser shall not be entitled to bring any claim against the Vendors in respect of any matter which

has been Fairly Disclosed to the Purchaser, the Purchaser’s Solicitors, advisers or representatives prior to the Agreement Date

or prior to Completion provided that the restriction in this Clause 7.8.5 shall not apply to (a) any claim by the Purchaser to the extent

that such claim arises from fraud, wilful concealment or deliberate misrepresentation on the part of the Vendors; (b) any claim by the

Purchaser where the relevant disclosure, whilst made, was materially incomplete, inaccurate or misleading; and (c) any claim under Clause

9.2 or Schedule 4.

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7.8.6 Subject to Clause 7.8.5. above, the rights and remedies claimable by (i) the Purchaser against the Vendors;

and/or (ii) the Vendors against the Purchaser, shall not be affected by sole reason: -

(a) Completion;

(b) any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever,

except a specific and duly authorised written waiver or release; or

may have been received or been given or have actual, implied, or constructive notice of prior to the date of this Agreement, and it will

not be a defence to any claim that any Party knew or ought to have known that any matters warranted or represented were not as warranted

or represented, and such knowledge (actual, implied or constructive) shall not reduce, limit or prejudice the relevant Party rights or

remedies under this Agreement.

8 Pre-Completion Undertakings

8.1 On or before Completion, the Vendors shall comply with their covenants,

undertakings and obligations set out in Clause 8.

8.2 Unless the Purchaser agrees otherwise in writing or save for (i) any

act, matter or transaction undertaken in the ordinary and usual course of business, (ii) consistent with past practice, required by Applicable

Laws, (iii) required under any existing contract, or (iv) reasonably necessary for the continued operation of the Company’s business,

the Vendors undertakes, as from the date of this Agreement until Completion:

(a) the Company shall preserve and maintain in full force and effect its corporate existence;

(b) the Company shall continue to carry on its respective business only in the ordinary course and in a manner

consistent with past practices during the period hereof until Completion, and accordingly shall not:

(i) terminate or amend any major supplier, major vendors or other material contract;

(ii) make any change in the nature, scope or organisation of its business;

(iii) acquire or form any subsidiary, or acquire any shares in any other company or acquire the whole or any

substantial part of the undertaking, assets or business of any other company or any firm or person or enter into any joint venture or

partnership with any other person;

(iv) make any loans or grant any credit to any person (other than given in the ordinary course of trading);

(v) borrow any money or give or allow to exist any charge or other security over its assets or undertakings;

(vi) enter into any guarantee, indemnity or surety or provide any security in favour of any person;

(vii) acquire or dispose of or grant any option or right of pre-emption in respect of any material asset or

any material interest nor give nor receive any service otherwise than at market value;

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(viii) acquire or dispose of any freehold or leasehold property or grant any lease or third-party right in respect

of any of its properties;

(ix) permit any liens to arise on any of its assets;

(x) permit any of its insurances to lapse or do anything which would make any policy of insurance void or

voidable; and

(xi) agree, conditionally or otherwise, to do any of the foregoing;

(d) the Company will not reduce or increase its share capital, or allot or issue any shares or any securities

or loan capital convertible into shares, or purchase, redeem, retire or acquire any such shares or securities, or agree to do so, or sell

or give any option, right to purchase, mortgage, charge, pledge, lien or other form of security or encumbrance over any such shares or

securities;

(e) the Company will not issue, allow to come into being, grant or redeem any Encumbrance over any of its

assets or undertakings;

(f) the Company will not enter into any agreement or incur any commitment involving any capital expenditure

or expenditure other than in the ordinary course of business and consistent with past practices or as may be required in order to satisfy

an existing contractual requirement;

(g) the Company will not enter into any new, or renew any, material agreement with a customer which is entered

into upon terms which are more materially adverse than the terms generally applicable to customer agreements as at the date of this Agreement,

unless agreed upon by the Purchaser;

(h) the Company will have sufficient cash and cash equivalents for its respective working capital requirements

so as to maintain the Company as a going concern;

(i) the Company shall keep proper books of record and accounts, in which full and correct entries shall be

made of all its financial transactions and its assets and business in accordance with Malaysian Financial Reporting Standards issued by

the Malaysian Accounting Standards Board consistently applied;

(j) the Purchaser may make reasonable request for information strictly for the purpose of (i) monitoring compliance

with this Agreement and (ii) verifying the continued accuracy of the Vendor’s Warranties and shall not unreasonably interfere with

the business operations of the Company. The Vendor shall comply with the Purchaser’s reasonable request under this Clause 8.2 (j)

within five (5) Business Days from the Purchaser’s written request;

(k) the Company will comply in all material respects with all Applicable Laws to which it is subject;

(l) the Company shall pay and discharge before the same shall become delinquent:

(i) all taxes, assessments and governmental charges imposed upon it or upon its property; and

(ii) all lawful claims which, if unpaid, might by law become a lien upon its property;

(m) the Company will maintain appropriate reserves in respect of taxes, assessments, governmental charges

and levies;

(n) the Company shall as soon as practicable upon obtaining knowledge thereof, give notice to the Purchaser

of:

(i) any litigation, investigation or proceeding affecting it that could reasonably be expected to have Material

Adverse Effect in the Company;

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(ii) any event or matter that has resulted in a Material Adverse Effect in the the Company;

(iii) any event or development that had it existed or been known on the date hereof would have been required

to be disclosed by it under this Agreement; or

(iv) any event or development that would cause any of the Vendors’ Warranties contained herein to be

inaccurate or otherwise misleading;

(o) the Company will not declare any dividends or make any other distributions to its shareholders without

the prior written consent of the Purchaser; and

(p) the Company shall promptly give notice to the Purchaser of any opening of new bank accounts or closing

of any bank accounts maintained by the Company.

8.3. Each and every obligation of the Vendors under Clause 8.2 (a) to Clause 8.2 (p) shall be

subject to the qualifications, limitations and exclusions set out in this Agreement and shall be enforceable only where the relevant breach

is material and has caused actual Loss to the Purchaser.

9 INDEMNITY

9.1 Indemnity

9.1.1 In consideration of the Purchaser entering into this Agreement on the basis of the representations, warranties,

undertakings and agreements of the Vendors in this Agreement and to the intent that the same will be fulfilled down to, and will be true

and correct in all material respects and not misleading at, Completion as if they had been entered into afresh at Completion with reference

to the facts and circumstances existing on such day, the Vendors hereby undertake to the Purchaser that they will, indemnify and keep

the Purchaser harmless from and against all Losses which may be made or brought against the Purchaser or the Company or which the Purchaser

or the Company may suffer or incur as a result of or in relation to any misrepresentation by the Vendors or any breach of the Vendors’

Warranties on their part or any failure by the Vendors to perform their obligations under the undertakings or agreements contained in

this Agreement.

9.1.2 In addition to and without prejudice to all other rights and remedies available to the Purchaser, including

the right to damages, the Vendors hereby undertakes to fully indemnify and save harmless the Purchaser against all Losses that any of

the Company may incur, suffer or be liable for, all the matters set out in Schedule 4.

9.1.3 Notwithstanding anything to the contrary, the Vendors shall not be liable for any claim under this Agreement

to the extent that:

(a) the matter has been Fairly Disclosed to the Purchaser, the Purchaser’s Solicitors, advisers or representatives

prior to the Agreement Date or Completion;

(b) the matter arises from any act, omission or decision of the Purchaser, the Company after Completion, the

Purchaser Nominee Directors, or any person acting on behalf of the Purchaser;

party or any other source;

(d) the claim arises from a change in law, regulation, tax rate, accounting policy or administrative practice

after Completion.

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9.2 Tax Indemnity

9.2.1 In consideration of the Purchaser entering into this Agreement on the basis of the representations, warranties,

undertakings and agreements of the Vendors in this Agreement, the Vendors hereby agrees with and undertakes to the Purchaser and the Company

to indemnify and keep indemnified the Purchaser and the Company against any depletion in or reduction in the value of its or their assets

or increase in its or their liabilities (whether as a result, or in consequence of, any Claim for Taxation which has been made or may

hereafter be made):

(a) in respect of or arising from any transaction effected or deemed to have been effected on or before Completion;

(b) by reference to any income, profits or gains earned, accrued or received on or before Completion, regardless

of when the relevant Claim in respect of any such liability was, is or will be commenced.

9.2.2 The indemnity in Clause 9.2.1 shall include without limitation, all penalties, charges, interest,

costs and expenses including, without limitation, external advisors’ and/or consultants’ fees incurred by the Purchaser and

the Company in connection with any Claim for Taxation or liability as is herein mentioned.

9.2.3 For the purposes of this Clause 9.2:

(a) references to any transactions effected on or before Completion include the combined result of two or

more transactions the first of which shall have taken place or the commencement of which shall have occurred on or before Completion;

(b) references to income, profits or gains earned, accrued or received include income, profits or gains deemed

to have been or treated as earned, accrued or received for Taxation purposes wholly or partly relate to any period or part-period ending

on or before the Completion Date; and

any relief, allowance, deduction, rebate, set-off, or credit or has a right to the repayment of Taxation nullified or cancelled in whole

or in part and such relief, allowance, deduction, rebate, set-off, credit or right to repayment relates to a transaction which was effected

on or before Completion or was granted by reference to any income, profits or gains earned, accrued or received on or before Completion,

then such person shall be treated as having incurred a corresponding depletion in or reduction in the value of his assets as a result

of a Claim for Taxation made in circumstances falling within Clause 9.2.1.

9.3 Indemnity Separate

(a) Each of the indemnities in this Agreement constitutes a separate and independent obligation from the other

obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence

granted by the Purchaser and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount

in respect of any sum due under this Agreement or any other judgment or order. This Clause 9.3. (a) shall be extended to the Company and/or

the Officers (as hereinafter defined) in accordance to the terms and conditions in Clause 9.3. (b) below.

(b) Parties agree that this Clause 9, whilst being part of this Agreement, shall also constitute a separate

and independently existing undertaking by the Vendors to the Company and/or any of the officers of the Company (current appointed and

to be appointed in the future) (“Officers”) respectively (albeit the Company and each of the Officers is not privy

hereto) whereby all and every indemnities given by the Vendors shall be deemed as an undertaking of Vendors to the Company and/or any

of the Officers and is therefore enforceable by the Company and/or any of the Officers (in addition to indemnity to the Purchaser) despite

the Company and/or any of the Officers are not privy to this Agreement whereby the Vendors is estopped from claiming that this Clause

9 cannot constitute an undertaking by the Vendors to the Company and/or any of the Officers by reason the Company and/or any of the Officers

are not privy to this Agreement. The Company and/or any of the Officers may enforce the undertaking through agency of the Purchaser if

necessary.

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10 PUBLIC ANNOUNCEMENT

No Party shall divulge to any third

party (except to their respective professional advisers or affiliates or except as required by applicable law or the rules of any stock

exchange) any information regarding the existence or subject matter of this Agreement without the prior written consent of the other Parties.

If an announcement is required to be made by a Party or by a Party’s affiliate as a result of a listing requirement imposed on the

Party or its affiliate, such Party shall provide the other Party with a draft of any announcement proposed to be made and so far as reasonable,

consult with the other Party for its comments on the draft announcement but shall not be obliged to accept any comments from the other

Party or its representatives on the draft announcement and nothing in this Clause 10 will prevent a Party or their affiliate from

complying with the listing requirements of any stock exchange to which it or its affiliate is subject. This Clause 10 shall continue

to apply after Completion and survive any termination of this Agreement.

11 CONFIDENTIALITY

11.1 Confidential Information to Be Kept Confidential

Each Party shall keep confidential and

shall procure that its respective employees, directors, officers, agents and nominees keep confidential all Confidential Information,

and shall not, and shall procure that its respective employees, directors, officers, agents and nominees shall not, use and/or disclose

such Confidential Information except as permitted or required by law, or with the written consent of the other Party, or in accordance

with the order of a court of competent jurisdiction, or until the recipient of such Confidential Information can reasonably demonstrate:

(a) that it is or part of it is, in the public domain (other than as a result of disclosure in violation of

its obligation pursuant to this Clause 11), whereupon, to the extent that it is public, this obligation shall cease; or

(b) that disclosure of Confidential Information is or becomes required by operation of Applicable Law including

without limitation, pursuant to court proceedings, court order, applicable stock exchange or governmental regulation and/or otherwise

by legal process (but only to the extent so required);

(d) disclosure is required by a securities exchange or regulatory or governmental body to which that Party

is subject or submits wherever situated, whether or not the requirement for information has the force of law; or

(e) disclosure is necessary to be made to a Party’s financial advisers, legal advisers, technical advisers,

financiers and potential financiers, shareholders and ultimate shareholders in connection with the acquisition or disposal of the Sale

Shares;

and in all such cases, this obligation

shall cease but only to the extent required under the respective circumstances.

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11.2 Parties to Minimise Risk of Disclosure

The Parties shall take all reasonable

steps to minimise the risk of disclosure of Confidential Information, by ensuring that only those of their directors, employees, servants

and agents whose duties will require them to possess any of such information shall have access thereto, and that they shall be instructed

to treat the same as confidential.

11.3 Parties Not to Use Confidential Information

Each of the Parties will not use, either

while it is a Party to this Agreement or thereafter, in a manner prejudicial or detrimental to the interests of any Party, any Confidential

Information of the other Party.

11.4 Obligations in This Clause to Endure

The obligations contained in this Clause

shall continue to apply, even after the termination of this Agreement, without limit in point of time except and until any Confidential

Information falls within the provisions of sub-clauses 11.1(a), (b), (c), (d) or ©.

12 COMPETITION

12.1 Definition

In this Clause, the following terms

shall have the following meanings:

12.1.1 “Business” means the hotel and tourist accommodation business (including Current Business)

and any other business activities conducted by PRSB, on and before the Completion Date;

12.1.2 “Prohibited Period” means the period commencing on the calendar day immediately following

the Completion Date and ending on the fifth (5th) anniversary of the Completion Date;

12.1.3 “Prohibited Person” means in respect of the Vendors but shall not include such Vendor’s

Affiliates, servants, agents, employees, representatives or officers merely by reason of their relationship with such Vendor, unless such

person is acting on behalf of, under the direction of, or in concert with such Vendor for the purpose of circumventing the restrictions

under this Clause 12; and

12.2 Non-Competition

Each of the Vendors agrees and undertakes

to the Purchaser that he/she shall not, and shall procure that no other Prohibited Person shall, during the Prohibited Period:

12.2.1 carry on in, or be engaged, concerned or interested in any business or activity which is same or similar

to the Business, or competes with the Business, in the state of Federal Territory of Kuala Lumpur and state of Selangor;

12.2.2 canvass, solicit or entice away, in competition with the Prohibited Business, the customer of any person

who has within one (1) year prior to the Completion Date been a customer, supplier or partner of the Company; and

12.2.3 induce or seek to induce any person which is an employee of the Company to become employed, whether as

employee, consultant or otherwise, by such Prohibited Person.

13 BREACH, TERMINATION & SPECIFIC PERFOMANCE

13.1 Event of Default

13.1.1 The following shall be an event of defaults by the Vendors: -

(a) if there is a Material Adverse Change of any of the Company occurring on or before the Completion Date;

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(b) if there is a material breach of any of the Vendors’ Warranties on or before the Completion which

breach cannot be remedied or there is a material breach of any of the Vendors’ Warranties and if such material breach is capable

of being remedied, the Purchaser has given a written notice to the Vendors to remedy the same within fourteen (14) Business Days from

the date of the notice (“Remedy Period”) and the Vendors has failed to remedy the said breach to the Purchaser’s

satisfaction during the Remedy Period; or

under the Agreement which breach cannot be remedied or there is a material breach of any of the Vendors’ Warranties and if such

material breach is capable of being remedied, the Purchaser has given a written notice to the Vendors to remedy the same within Remedy

Period and the Vendors has failed to remedy the said breach to the Purchaser’s satisfaction during the Remedy Period; or

(d) any of the Stakeholding Deliverables and Handover Deliverables required to be delivered to the Purchaser

or Purchaser’s Solicitors (whichever applicable) is not so delivered for any reason not attributable to the Purchaser; or

(e) an insolvency/bankruptcy event of any of the Vendors (which includes any of the Vendors entering into

any compromise or arrangement with a creditor or having any bankruptcy petition presented, or any enforcement or litigation proceedings

taken, against him/her which is not settled or resolved within 30 days); or

(f) any Condition Precedent not being satisfied or not waived by the Purchaser on or before the Long Stop

Date; or

(g) if any of the Vendors without just cause and reasons refuse, omit and/or neglect to give instructions

to the Escrow Agent to dispose the Escrow Shares after the Restricted Period provided that the Purchaser has given a written notice to

the Vendors to remedy the same within Remedy Period and the Vendors has failed to remedy the said breach to the Purchaser’s satisfaction

during the Remedy Period.

13.1.2 The following shall be an event of defaults by the Purchaser: -

(a) if there is a material breach of any of the Purchaser’s Warranties on or before the Completion which

breach cannot be remedied or there is a material breach of any of the Purchaser’s Warranties and if such material breach is capable

of being remedied, the Vendors has given a written notice to the Purchaser to remedy the same within Remedy Period and the Purchaser has

failed to remedy the said breach to the Vendors’ satisfaction during the Remedy Period;

(b) if there is a material breach of any of the Purchaser’s obligations, warranties, undertakings, covenants

under the Agreement which breach cannot be remedied or there is a material breach of any of the Purchaser’s Warranties and if such

material breach is capable of being remedied, the Vendors has given a written notice to the Purchaser to remedy the same within Remedy

Period and the Purchaser has failed to remedy the said breach to the Vendors’ satisfaction during the Remedy Period;

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resolutions of winding up presented or passed for winding-up of the Purchaser; or

(d) if the Purchaser without just cause and reasons refuse, omit and/or neglect to give instructions to the

Escrow Agent to dispose the Escrow Shares after the Restricted Period provided that the Vendors has given a written notice to the Purchaser

to remedy the same within Remedy Period and the Purchaser has failed to remedy the said breach to the Vendors’ satisfaction during

the Remedy Period.

13.2 Remedies of Default

13.2.1 Remedies in General

(a) The rights and remedies of the Parties shall be enforced in accordance with Clause 7 above read together

with this Clause 13. Therefore, for purpose of the Clause 13, “Defaulting Party” shall mean Purchaser or Vendors (but

not Vendor singularly) who commit an event of default; “Non-Defaulting Party” shall be construed accordingly.

(b) A Non-Defaulting Party may at its election either: -

(i) terminates the Agreement by notice in writing to the Defaulting Party; or

(ii) specifically perform the Agreement;

all in accordance with the

terms of this Agreement, the law and/or equity.

13.2.2 Termination

If the termination of the Agreement occurs

in accordance with Clause 13.2.1. (b) (i): -

(a) If the Non-Defaulting Party is the Vendors and the Escrow Sale Proceeds have not been paid to Vendors’

Solicitors: -

(I) should the Vendor’s Solicitors have yet to release the Deposit to the Vendors in accordance to Clause

4.2.4 of the Agreement, the Vendors’ Solicitors shall release the Deposit to the Vendors (whereby each Vendor shall be entitled

to such sum computed in accordance to Purchase Consideration Distribution Ratio);

(II) if the Vendor’s Solicitors have released the Deposit to the Vendors, then the Deposit so released

in accordance with Clause 4.2.4 shall be deemed liquidated ascertained damages for the purpose of this Clause 13.2.2 (a);

(III) the sum of Deposit released to the Vendors shall be deemed as the liquidated ascertained damages payable

by the Purchaser to the Vendors with respect to the breach of the Agreement; and

(IV) the Stakeholding Deliverables and Handover Deliverables shall be returned to the Vendors or otherwise

dealt with in accordance with the Vendors’ written instructions and the Escrow Agreement shall be terminated mutually by the Escrow

Agent, the Vendors and Purchaser with the Escrow Shares to be retained by the Escrow Agent and be dealt with in accordance to the sole

and absolute discretion of the Purchaser.

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(b) If the Non-Defaulting Party is the Vendors and the Escrow Sale Proceeds (and Remaining Purchase Consideration

and/or RPC-LPI) (if any) have been paid in full to Vendors’ Solicitors: -

(I) should the Vendor’s Solicitors have yet to release the Deposit to the Vendors in accordance to Clause

4.2.4 of the Agreement, the Vendors Solicitors shall release the sum equivalent Deposit to the Vendors (whereby each Vendor shall be entitled

to such sum computed in accordance to Purchase Consideration Distribution Ratio);

(II) if the Vendor’s Solicitors have released the Deposit to the Vendors, then the Deposit so released

in accordance with Clause 4.2.4 shall be deemed liquidated ascertained damages for the purpose of this Clause 13.2.2 (b);

(III) The sum equivalent to Deposit released to the Vendors shall be deemed as the liquidated ascertained damages

payable by the Purchaser to the Vendors with respect to the breach of the Agreement;

(IV) Any remainder of the Escrow Sale Proceeds (and Remaining Purchase Consideration and/or RPC-LPI) (if any)

shall be released to the Purchaser or Purchaser’s Solicitors (whichever applicable) without any deductions within five (5) Business

Days from the termination of the Agreement.

Solicitors: -

(I) should the Vendor’s Solicitors have yet to release the Deposit to the Vendors in accordance to Clause

4.2.4 of the Agreement, the Vendors Solicitors shall release the Deposit to the Purchaser as a refund within five (5) Business Days from

the termination of the Agreement. The Vendors shall further be required to pay to the Purchaser a sum equivalent to the Deposit within

five (5) Business Days from the termination of the Agreement whereby such further sum equivalent to Deposit shall be deemed as the liquidated

ascertained damages payable by the Vendors to the Purchaser with respect to the breach of the Agreement. Each Vendor shall be liable to

the Purchaser for the said sum equivalent to Deposit in the proportion of Purchase Consideration Distribution Ratio;

(II) if the Vendors’ Solicitors have released the Deposit to the Vendors in accordance to Clause 4.2.4

of the Agreement, then the Vendors shall be required to refund the Deposit to the Purchaser within five (5) Business Days from the termination

of the Agreement. Each Vendor shall be liable to the Purchaser for the Deposit in the proportion of Purchase Consideration Distribution

Ratio. Further, the Vendors shall further be required to pay to the Purchaser a sum equivalent to the Deposit within five (5) Business

Days from the termination of the Agreement whereby such further sum equivalent to Deposit shall be deemed as the liquidated ascertained

damages payable by the Vendors to the Purchaser with respect to the breach of the Agreement. Each Vendor shall be liable to the Purchaser

for the said sum equivalent to Deposit in the proportion of Purchase Consideration Distribution Ratio;

(III) The Escrow Agreement shall be terminated mutually by the Escrow Agent, the Vendors and Purchaser with

the Escrow Shares to be retained by the Escrow Agent and be dealt with in accordance to the sole and absolute discretion of the Purchaser.

Shares Sales Agreement

Private & Confidential

(d) If the Non-Defaulting Party is the Purchaser and the Escrow Sale Proceeds (and Remaining Purchase Consideration