SALE AND PURCHASE AGREEMENT

AN AGREEMENT made this day of 2010

BETWEEN
The Party whose name and description are stated in Item 1 of the First Schedule hereto hereinafter
referred to as !the "endor!# of the one part$
%N&
The Party whose name and description are stated in Item 2 of the First Schedule hereto hereinafter
referred to as !the Purchaser!# of the other part'
RECITALS
1# The "endor is the re(istered proprietor of all that piece of land the particulars of which are
stated in Item ) of the First Schedule hereto hereinafter referred to as !the said Property!#'
2# The said Property is presently char(ed to *an+,financial institution the particulars of which are
stated in Item - of the First Schedule hereto hereinafter referred to as !the .har(ee!# as
security for a loan (ranted *y the .har(ee to the "endor'
)# The issue document of title of the said Property is not su*/ected to any restriction0in0interest'
-# The "endor ha1e a(reed to sell and the Purchaser ha1e a(reed to purchase the said Property
free from all encum*rances and with 1acant possession for the consideration and upon the
terms and conditions hereinafter contained and set forth'
2# The Purchaser is represented *y the Solicitors whose name and particulars are stated in Item 2
of the First Schedule hereto hereinafter referred to as !the Purchaser3s Solicitors!#'
4# The "endor is represented *y the Solicitors whose name and particulars are stated in Item 4 of
the First Schedule hereto hereinafter referred to as !the "endor3s Solicitors!#'
NOW THIS AGREEMENT WITNESSETH as follows50
1. SALE AND PURCHASE
1'1 Agreement to sell and to !r"#ase
In consideration of the sum stated in Item 6 of the First Schedule hereto paid *y the Purchaser
prior to the e7ecution of this %(reement hereinafter referred to as !the &eposit!# as deposit and part
payment towards the account of purchase price the receipt whereof the "endor here*y e7pressly
ac+nowled(es# the "endor shall sell to the Purchaser and the Purchaser shall purchase from the "endor
the said Property free from all encum*rances and with 1acant possession at the purchase price stated in
Item 8 of the First Schedule hereto hereinafter referred to as !the Purchase Price!# and upon all the
terms and su*/ect to all the conditions hereinafter contained and set forth P9:"I&E& %;W%<S T=%T
the sale herein contained shall *e su*/ect to all the conditions and cate(ory of land use e7press or
implied imposed upon relatin( to or affectin( the said Property or to which the said Property is su*/ect
to'
1
$. MODE O% PA&MENT
2'1 Manner o' Pa(ment o' t#e )alan"e o' P!r"#ase Pr*"e
The Balance Purchase Price of the said Property stated in Item > of the First Schedule hereto
hereinafter referred to as !Balance Purchase Price!# shall *e paid *y the Purchaser to the "endor3s
Solicitors within the completion date and in the manner as stated in Item 10 of the First Schedule hereto
hereinafter referred to as !the .ompletion &ate!#'
2'2 E+tens*on o' t*me
In the e1ent that the Purchaser shall fail to pay the Balance Purchase Price within the
.ompletion &ate? the "endor here*y a(ree to e7tend the said .ompletion &ate for a further term and in
the manner as stated in Item 11 of the First Schedule hereto hereinafter called !the E7tended
.ompletion &ate!#'
,. DOCUMENTATION
)'1 E+e"!t*on o' do"!ments 'or e''e"t*ng trans'er
Simultaneously with the e7ecution of this %(reement? the "endor shall e7ecute or cause to *e
e7ecuted a 1alid and re(istra*le @emorandum of Transfer in respect of the said Property in fa1our of
the Purchaser hereinafter referred to as !the Transfer!# and deposit the same with the Purchaser3s
Solicitors to(ether with all other documents necessary for the purpose of su*mittin( the Transfer for
ad/udication of the stamp duty paya*le thereon'
)'2 S!-m*ss*on o' trans'er do"!ments 'or ad.!d*"at*on
The parties hereto do here*y irre1oca*ly reAuest direct and authorise the Purchaser3s Solicitors
to su*mit the Transfer and all other documents for the purpose of ad/udication of the stamp duty
paya*le thereon as soon as practica*le and not for any other purpose'
)') Del*/er( and resentat*on o' trans'er do"!ments
The "endor here*y irre1oca*ly reAuest direct and authorise the Purchaser3s Solicitors or the
FinancierBs Solicitors to deli1er and present the Transfer and the ori(inal issue document of title
hereinafter referred to as !the Title!# to the said Property and all the documents for effectin(
re(istration of the Transfer of the said Property in fa1our of the Purchaser free from all encum*rances
at the appropriate ;and :ffice or 9e(istry for re(istration upon receipt *y the "endor or the
Purchaser3s Solicitors of the Balance Purchase Price from the Purchaser under .lause 2'1 hereof'
0. REDEMPTION AND ENCUM)RANCES
-'1 Po1er to a( and to redeem
The Purchaser3s Solicitors are irre1oca*ly authorised *y the parties hereto to release from the
Balance Purchase Price an amount hereinafter referred to as !the 9edemption Sum!# eAui1alent to the
amount paya*le to the .har(ee for the purpose of redeemin( the said Property from the .har(ee upon
the Purchaser3s SolicitorsB receipt of a redemption statement from the .har(ee confirmin( the amount
and upon the .har(eeBs underta+in( to refund the 9edemption Sum in the e1ent that the &ischar(e of
.har(e cannot *e re(istered for any reason whatsoe1er and to deli1er the rele1ant Title? the duplicate
char(e and a duly e7ecuted 1alid and re(istra*le of &ischar(e of .har(e upon receipt of the
2
9edemption Sum'
-'2 Co/enant to d*s"#arge
The "endor here*y irre1oca*ly a(ree and co1enant with and underta+e to the Purchaser to pay
to the Purchaser3s Solicitors forthwith upon demand such additional amount as may *e necessary to
redeem the said Property from the .har(ee and to secure and o*tain from the .har(ee a 1alid and
re(istra*le &ischar(e of .har(e o1er the said Property in the e1ent that the 9edemption Sum paya*le to
the .har(ee shall e7ceed the Balance Purchase Price'
-') Pa(ment made to t#e C#argee
The "endor here*y irre1oca*ly confirm and a(ree that all payments made *y the Purchaser3s Solicitors
or the Financier to the .har(ee from the Purchase Price shall *e deemed to *e payments made to the
"endor and a 1alid official receipt from the .har(ee ac+nowled(in( the receipt of such monies shall *e
a 1alid and (ood dischar(e of the Purchaser3s o*li(ation for the same'
-'- En"!m-ran"es
The "endor shall at its own cost and e7pense cause any other encum*rances a(ainst the said
Property? if any? sa1e for the Pri1ate .a1eat lod(ed *y or for the *enefit of the Purchaser to *e remo1ed
on or *efore the presentation of the Transfer to the rele1ant ;and :ffice or 9e(istry'
2. REAL PROPERT& GAINS TA3
2'1 Not*'*"at*on and
The parties hereto do here*y e7pressly a(ree? co1enant and underta+e with each other that each
party shall indi1idually notify the &irector Ceneral of Inland 9e1enue in the prescri*ed form of the
acAuisition and disposal as the case may *e# of the said Property within si7ty 40# days from the date
hereof'
2'2 Pa(ment o' ta+
The Purchaser3s Solicitors shall? simultaneously with the notification of the disposal of the said
Property? utilise the sum eAui1alent to two per centum 2D# of the Purchase Price to pay to the
&irector Ceneral of Inland 9e1enue pursuant to 21B of the 9eal Property Cains Ta7 %ct? 1>64 in
connection with the sale herein contained %N& the "endor here*y a(ree co1enant and underta+e to the
Purchaser to +eep the Purchaser their estate (oods and effects fully indemnified a(ainst the aforesaid
ta7 lia*ilities of the "endor in respect thereof'
4. RELEASE O% MONIES
4'1 Release o' t#e -alan"e o' t#e P!r"#ase Pr*"e
The Balance Purchase Price as specified in .lause 2'1 less the 9edemption Sum shall *e
released to the "endor within Ten 10# days from the date of receipt *y the "endor3s Solicitors of the
Balance Purchase Price from the Purchaser after presentation of the Transfer of the said Property in the
name of the Purchaser free from all encum*rances and with 1acant possession'
5. DE%AULT AND NON6PER%ORMANCE
6'1 De'a!lt -( P!r"#aser
)
In the e1ent that the Purchaser shall fail to pay the Balance Purchase Price in accordance with
the pro1isions of this %(reement or shall commit any *reach of any of the pro1isions of this %(reement?
the "endor shall *e entitled to terminate this %(reement and forfeit the sum eAui1alent to Ten 10D# per
centum of the Purchase Price and all other monies paid *y the Purchaser to the "endor shall *e
refunded to the Purchaser free of interest' Epon such termination the "endor shall then *e entitled to
deal in the said Property in such manner as the "endor may in the "endor3s sole and a*solute discretion
as the a*solute owner deem fit free of any claims *y the Purchaser'
6'2 De'a!lt -( t#e 7endor
In the e1ent of any *reach *y the "endor of any of the pro1isions of this %(reement? then the
Purchaser shall *e entitled to terminate this %(reement and the "endor shall refund the &eposit and any
other monies if any# paid *y the Purchaser to the "endor pursuant to this %(reement to the Purchaser
free of interest within Ten 10# days of the Purchaser3s demand failin( which an interest of Ten
percentum 10D# per annum shall *e paya*le *y the "endor to the Purchaser on the sum outstandin(
and thereafter this %(reement shall *ecome null and 1oid and of no further effect' The "endor shall then
*e entitled to dispose the said Property to any other party without reference to the Purchaser'
%lternati1ely? without pre/udice to any other ri(hts or remedies under the law or this
%(reement? the Purchaser shall *e entitled to ta+e such action as may *e a1aila*le to the Purchaser at
law to enforce specific performance of this %(reement a(ainst the "endor and all costs and e7penses
incurred *y the Purchaser in connection therewith Fincludin( *ut not limited to said Solicitors fees and
costs on a solicitor and client *asis#G in respect of the said action for specific performance shall *e
*orne and paid *y the "endor if such costs are so awarded *y the court'
6') Non 6reg*strat*on o' do"!ments
Su*/ect to the pro1isions contained in .lauses 6'1 and 6'2 hereto? in the e1ent that all or any of
the rele1ant documents necessary for effectin( re(istration of the Transfer of the said Property in fa1our
of the Purchaser free from all encum*rances cannot *e re(istered without any default wilful ne(lect
omission or *lameworthy conduct of the parties and,or the Purchaser3s Solicitors? %N& P9:"I&E&
%;W%<S that the Purchaser return or cause to return to the "endor the ori(inal document of title to the
said Property and all the rele1ant transfer and other documents which are still in the possession of the
Purchaser and the 1acant possession to the said Property if it has already *een deli1ered to the
Purchaser# at the Purchaser3s own costs and e7pense? the "endor shall within Ten 10# days of the
Purchaser3s demand refund to the Purchaser all monies paid *y the Purchaser to the "endor pursuant to
the pro1isions of this %(reement free of interest' In the e1ent of the "endor3s failure to refund
accordin(ly after the time stipulated herein? the "endor shall pay to the Purchaser interest at the rate of
Ten per centum 10D# per annum on the refunda*le sum on a daily *asis until actual payment is
recei1ed *y the Purchaser' Epon such refund *ein( made? this %(reement shall terminate and cease to
*e of any further effect *ut without pre/udice to any le(al ri(ht either party may *e entitled to a(ainst
the other in respect of any antecedent *reach of this %(reement and the "endor shall *e entitled to
dispose the said Property in such manner as they may as the re(istered owner and in the "endor3s
a*solute discretion deem fit free of any claims on the said Property *y the Purchaser'
8. 7ACANT POSSESSION
8'1 Del*/er( o' 7a"ant Possess*on
"acant possession to the said Property shall *e deli1ered or caused to *e deli1ered *y the
"endor to the Purchaser or their duly authorised a(ents within fi1e 2# days from the date of full
payment of the Purchase Price to(ether with interest if any# and the apportionment referred to in
.lause 11'1 hereof'
-
9. TIME O% PER%ORMANCE
>'1 T*me to -e o' t#e essen"e
Time where1er mentioned shall *e deemed to *e of the essence of this %(reement'
1:. COSTS
10'1 Sol*"*tors; 'ees on sale and !r"#ase
i# Each party shall *ear their respecti1e solicitorsB costs in connection with the preparation and
e7ecution of this %(reement' The stampin( of this %(reement and the costs of stampin( and
re(istration of the Transfer in fa1our of the Purchaser shall *e *orne and paid *y the Purchaser
upon the e7ecution of this %(reement$ and
ii# The fees penalties if any# and dis*ursements in connection with the preparation stampin( and
re(istration of the &ischar(e of .har(e and the remo1al of any encum*rances in respect of the
said Property? sa1e for any Pri1ate .a1eat or other encum*rances lod(ed *y the Purchaser or
for the *enefit of the Purchaser? shall *e *orne *y the "endor'
11. OUTGOINGS
11'1 Aort*onment o' la1'!l o!tgo*ngs
%ll Auit rent rates assessments rental if any# and ser1ice char(es and all other lawful out(oin(s
paya*le to the rele1ant authorities in respect of the said Property shall *e apportioned as *etween the
parties hereto as from the date of the deli1ery of 1acant possession of the said Property to the
Purchaser' The "endor shall forward the duly paid current Auit rent and assessment receipts? latest
utility water? electricity# *ills to the Purchaser3s Solicitors on or *efore the presentation of the transfer
to the ;and :ffice or 9e(istry'
11'2 Proo' o' a(ment
%ny amount due from either party shall forthwith *e paid *y the other party upon production of
the rele1ant receipts'
1$. GO7ERNMENT AC<UISITION
12'1 Land not s!-.e"t to Go/ernment a"=!*s*t*on
The "endor here*y warrants and underta+es that as at the date hereof the "endor has no
+nowled(e nor any reason to *elie1e that the said Property or any part thereof has *een acAuired or is
su*/ect to the acAuisition *y any (o1ernmental statutory Auasi0statutory ur*an or municipal authority or
any other state authorities or that any ad1ertisements in the Co1ernment CaHettes of such intention has
*een pu*lished pursuant to either Section - or Section 8 of the ;and %cAuisition %ct 1>40' In the e1ent
that50
i# the "endor shall *e ser1ed with any such notice of acAuisition at any time after the e7ecution of
this %(reement and prior to the presentation of the Transfer of the said Property for re(istration
the "endor shall forthwith notify the Purchaser of any such notice of acAuisition or intended
acAuisition and it is here*y a(reed that the Purchaser shall *e entitled at their discretion *y notice
in writin( to the "endor either50
a# to continue with the sale and purchase herein and in such e1ent the "endor shall notify
2
the acAuirin( authority concerned of the Purchaser3s interest in the said Property and the
terms of this %(reement and su*/ect to the Purchaser3s due compliance with the terms of
this %(reement the Purchaser shall *e entitled to recei1e all compensation monies and to
appear and attend at such enAuiry or hearin( either in the name of the "endor or in the
name of the Purchaser and all compensation monies recei1ed *y the "endor shall *e held
in trust for the Purchaser and shall *e paid o1er to the Purchaser forthwith upon demand
*ein( made *y the Purchaser$ or
*# to terminate the sale and purchase herein whereupon the pro1isions of .lause 6') shall
apply'
ii# the "endor shall *e ser1ed with any notice of acAuisition or intended acAuisition of the said
Property or any part thereof *y any (o1ernmental statutory Auasi0statutory ur*an or municipal
authority or any other state authorities at any time after the presentation of the Transfer of the
said Property such acAuisition or intended acAuisition shall not nullify or in1alidate the sale and
purchase herein nor shall it *e a (round for any ad/ustment of the Purchase Price' In such e1ent
the "endor shall notify the acAuirin( authority concerned of the Purchaser3s interest in the said
Property and the terms of this %(reement and su*/ect to the Purchaser3s due compliance with the
terms of this %(reement the Purchaser shall *e entitled to recei1e all compensation monies and to
appear and to attend at such enAuiry or hearin( either in the name of the "endor or in the name of
the Purchaser and all compensation monies recei1ed *y the "endor shall *e held in trust for the
Purchaser and shall *e paid o1er to the Purchaser forthwith upon demand *ein( made *y the
Purchaser'
1,. )INDING E%%ECT
1)'1 )*nd*ng e''e"t o' Agreement
This %(reement shall *e *indin( upon the respecti1e heirs personal representati1es and
successors in title of the parties hereto'
10. >NOWLEDGE OR AC<UIESCENCE
1-'1 >no1ledge or a"=!*es"en"e
Inowled(e or acAuiescence *y either party hereto of or in any *reach of any of the terms
conditions or co1enants herein contained shall not operate as or *e deemed to *e a wai1er of such terms
conditions or co1enants or any of them and notwithstandin( such +nowled(e or acAuiescence each party
hereto shall *e entitled to e7ercise their respecti1e ri(hts under this %(reement and to reAuire strict
performance *y the other of the terms conditions and co1enants herein'
12. UNDERTA>INGS AND CO7ENANTS
12'1 Reresentat*ons And Warrant*es
The "endor here*y represents warrants to and underta+es with the Purchaser that5
a# the "endor is the re(istered owner of the Property and that the e7ecution and
performance of this %(reement *y the "endor does not and will not contra1ene or 1iolate
the pro1isions of any contract or other underta+in( or instrument to which the "endor is
a party or which is *indin( on the Property$
*# the "endor has not entered into any a(reement with any person firm or company to sell
4
the Property or any part thereof or (ranted any lease option tenancy licence easement
o1er or in respect of the Property or any part thereof to any person firm or company$
c# the "endor has not *een ad/ud(ed as *an+rupts# and that there is no pendin( *an+ruptcy
or windin( up proceedin( a(ainst the "endors# and there is no pendin( le(al action in
respect of the said Property$
d# the "endor has not char(ed? mort(a(ed? assi(ned or encum*ered in any manner
whatsoe1er the Property or any part thereof or created or permitted to *e created any
lien o1er the Property or any part thereof e7cept as disclosed in 9ecital 2 of this
%(reement$
e# as at the date of this %(reement? the "endor has paid all Auit rents rates ta7es and all
other out(oin(s paya*le in respect of or in connection with or arisin( out of the Property
and shall continue to pay the same until the date of deli1ery of 1acant possession$
f# as at the date of this %(reement? the "endor has o*ser1ed and complied with all
conditions co1enants restrictions and cate(ory of property use e7press or implied
*indin( on the Property or otherwise howsoe1er in respect of the Property and shall
continue to o*ser1e and comply with the same until the date of deli1ery of 1acant
possession$ and
(# the "endor shall do all such acts and thin(s and e7ecute such documents as may *e
reAuired on his part for perfectin( the PurchaserBs title to or for 1estin( the Property in
the name of the Purchaser and,or his nominees#'
14. HEADINGS
14'1 Interretat*on o' Head*ngs
The headin(s of each of the pro1isions herein contained are inserted merely for con1enience of
reference and shall *e i(nored in the interpretation and construction of any of the pro1isions herein
contained'
15. SE7ERA)ILIT&
16'1 Se/era-*l*t(
%ny term condition stipulation pro1ision co1enant or underta+in( in this instrument which is
ille(al 1oid prohi*ited or unenforcea*le shall *e ineffecti1e to the e7tent of such ille(ality 1oidness
prohi*ition or unenforcea*ility without in1alidatin( the remainin( pro1isions hereof? and any such
ille(ality 1oidness prohi*ition or unenforcea*ility shall not in1alidate or render ille(al 1oid or
unenforcea*le any other term conditions stipulation pro1ision co1enant or underta+in( herein contained'
18. NOTICES
18'1 Not*"es
%ny notice reAuest or demand reAuired to *e ser1ed *y either party hereto to the other under the
pro1isions of this %(reement shall *e in writin( and shall *e deemed to *e sufficiently ser1ed50
i# if it is (i1en *y that party or that partyBs solicitors *y post in a re(istered letter? Pos ;a/u?
6
.ertificate of Postin( addressed to the other party at that other partyBs address hereinmentioned
or his last +nown address and it shall *e deemed to ha1e *een recei1ed at the time when such
re(istered letter would in the ordinary course of post *e deli1ered$ or
ii# if it is (i1en *y that party or that partyBs solicitors despatched *y hand to the other party or that
other partyBs solicitors'
19. CONDITION O% PROPERT&
1>'1 Cond*t*on o' sa*d Proert(
The Purchaser here*y ac+nowled(e and a(ree that the said Property is sold to the Purchaser in
its present state and condition and the said Property has *een opened to the inspection of the Purchaser
and the state condition and nature of the same has or shall *e deemed to ha1e *een inspected *y the
Purchaser and the Purchaser shall *e deemed to ha1e *een satisfied with the same' The Purchaser shall
ta+e 1acant possession of the said Property in the same state? condition and nature as at the time of such
inspection *y the Purchaser'
$:. PRI7ATE CA7EAT
20'1 Lodgement and 1*t#dra1al o' Pr*/ate Ca/eat
The parties hereto here*y a(ree that the Purchaser shall ha1e the ri(ht to lod(e a pri1ate ca1eat
hereinafter referred to as !the Pri1ate .a1eat!# o1er the said Property immediately upon the e7ecution of
this %(reement'
In amplification of the a*o1e clause? the Purchaser shall simultaneously upon the e7ecution of
the Pri1ate .a1eat e7ecute a withdrawal of Pri1ate .a1eat in escrow and deposit the same with the
Purchaser3s Solicitors who shall and are here*y authorised *y the Purchaser hereto to su*mit for the
withdrawal of the Pri1ate .a1eat in the e1ent that this %(reement is terminated for any reason
whatsoe1er *y the Purchaser and,or the "endor' In default on the part of the Purchaser? the Purchaser
shall indemnify the "endor a(ainst all costs and e7penses incurred for such remo1al includin( the
Purchaser3s Solicitors costs on a Solicitors and .lient *asis and all other dama(es suffered *y the "endor'
$1. DE%INITIONS
21'1 De'*n*t*ons and Interretat*ons
In this %(reement? unless there is somethin( in the su*/ect or conte7t inconsistent with such
construction or unless it is otherwise e7pressly pro1ided50
a# words importin( the masculine (ender only shall include the feminine and neuter (enders and
1ice 1ersa$
*# words in the sin(ular num*er only shall include the plural num*er and 1ice 1ersa$
c# where there are two or more persons or parties included or comprised in the e7pression !the
"endor! or !Purchaser! a(reements co1enants terms stipulations and underta+in(s e7pressed to
*e made *y or *indin( upon such persons or parties shall *e deemed to *e made *y or *indin(
upon such persons /ointly and se1erally$
d# a period of days from the happenin( of an e1ent or the doin( of any act or thin( shall *e deemed
to *e inclusi1e of the day on which the e1ent happens or the act or thin( is done and if the last
8
day of the period is a wee+ly holiday or pu*lic holiday hereinafter referred to as !an e7cluded
day!# the period shall include the ne7t followin( day which is not an e7cluded day$
e# reference to the pro1isions of any le(islation includes a reference to any statutory modification
and re0enactment thereof'
JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
>
IN WITNESS W=E9E:F the parties ha1e hereunto set their hands on the day and the year first a*o1e
written'
Si(ned *y the "endor #
in the presence of5 #
# ''''''''''''''''''''''''''''''''''''''''''''''''''
#
#
#
#
#
# KKKKKKKKKKKK''
#
Si(ned *y the Purchaser #
in the presence of5 #
# '''''''''''''''''''''''''''''''''''''''''''''''''''''''
#
#
#
#
#
# KKKKKKKKKKKKKK'
#
10
%IRST SCHEDULE
This schedule shall form part and parcel of this %(reement#
Item No. S!-.e"t Part*"!lars
1' "endor
2' Purchaser
)' Property Title No'5
=S&# K'' PTK'
Postal %ddress5
%rea 5
K' SA ft,mt
Type of Buildin(5
Sin(le,&ou*le Storey Terrace =ouse
-' .har(ee .har(ee5
Presentation No'5
2' Purchaser3s Solicitors
4' "endor3s Solicitors
6' &eposit
8' Purchase Price
>' Balance Purchase Price
10' .ompletion &ate The Balance Purchase Price shall *e paid on or *efore the e7piry
of ''' ?..@ months from the date of this %(reement,'''' '''#
@:NT=S from the date of .onsent o*tained *y the "endor3s
Solicitors'
11' E7tended .ompletion
Period
ONE ?1@ month from the e7piry of the '''' ?...@ months3 period
mentioned in Item 10 hereof su*/ect to the Purchaser payin( to
the "endor interest on the outstandin( Balance Purchase Price
calculated at the rate of '''' per centum ''D# per annum
calculated on a daily *asis *ased on a )42 day year until the date
of full payment of the Balance Purchase Price
11