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GUARANTEE & INDEMNITY To: VIVA VENTURE PLT 1. In Consideration of you Messrs. VIVA VENTURE PLT a private limited company incorporated in Malaysia and having its registered office at
hereinafter called “the Company” which expressions shall where the context so admits include the Company's successors and assigns agreeing at my/our request to supply goods or otherwise to give credit in such sum or sums and for so long as the Company may think fit to. (Debtor Company Address Chop) (hereinafter called “the Customer”). I/We the undersigned jointly and severally guarantee as Principal Debtors and not merely as sureties the repayment of all money and liabilities whether incurred certain or contingent now or hereafter owing or incurred prior to this Guarantee to the Company from or by the Customer on any account or in any manner whatsoever together with interest on all such debts and liabilities to the date of payment legal and other costs charges and expenses whether incurred in obtaining or seeking to obtain payment of all or any part of the money hereby guaranteed or otherwise howsoever. 2. This Guarantee shall not be considered as satisfied by any intermediate payment or satisfaction of the whole of any part of any sum owing as aforesaid but shall be a continuing security and shall extend to cover any sum or sum of money which shall for the time being constitute the balance due from the Customer to the Company upon such accounts as hereinmentioned. 3. This Guarantee shall be in full force and binding as continuing guarantee upon each of us and his executors administrators liquidators or our legal personal representatives as the case may be notwithstanding any change in the name style or constitution of the Customer howsoever or affected. 4.The Company may at all times without prejudice to this Guarantee and without discharging or in any way affecting our liability hereunder and without notice to any of us:- (a)grant to the Customer or to any other person any time or indulgence. (b)take any other securities or guarantees from the Customer or any other person; (c)deal with exchange release modify or abstain from perfecting or enforcing any securities or other guarantees or rights which the Company may now or hereafter have from or against the Customer or any other person. (d)compound with the Customer or with any other person or guarantor. 5. The liability of any of us hereunder shall not be affected by any failures by the Company to take any security or by any invalidity of any security taken or by any existing or future agreement by the Company as to the application of any advances made or to be made to the Customer. 6. Until all money and liabilities due or incurred by the Customer to the Company shall have been paid or discharge no one of us will by paying off any sums recoverable hereunder or by any other means or on any other ground claim any set-off or counterclaim against the Customer in respect of any liability on the part of us to the Customer or claim or prove in competition with the Company in respect of any payment by any of us hereunder or be entitled to claim or have the benefit of any set-off counterclaim or proof against or dividend composition or payment by the Customer or the benefit of any other security which the Company may now or hereafter hold for any money or liabilities due or incurred by the Customer to the company or to have any share therein. 7. Should the Customer become bankrupt or insolvent or being an incorporated company shall be wound up or liquidated, you may prove in the bankruptcy insolvency or winding up or liquidation of the Customer, for the whole amount outstanding against the Customer and no money or dividend so received by you shall be treated as received in respect of this Guarantee or otherwise in relation to us, but the full amount hereby guaranteed shall be payable by us until you shall have received from all sources one hundred sen in the ringgit on the ultimate balance outstanding against the Customer. After you have received such ultimate balance in full any claim on our part to any access or any securities remaining in your hands shall be a matter of adjustment between you and us and any other persons or person laying claim hereto. 8. In the case where the Customer is an incorporated Company the liquidation, winding-up or insolvency of the Customer or any change in the constitution of the Customer by amalgamation consolidation or otherwise shall not affect or determine our liability under this Guarantee but such liability shall continue in full force and effect until you shall have been paid in full all the moneys hereby guaranteed. 9.This Guarantee shall be without prejudice to and shall not be affected by, nor shall we be released or exonerated by any of the acts or matters following that is to say:- (a)any securities, negotiable or otherwise , including other guarantees, if any, which you may now or at any time hereafter hold from the Customer or any other person or persons in respect of any moneys hereby guaranteed; (b)any variation exchange renewal release discharge or modification of any such securities or any refusal or neglect to complete enforce or assign any judgment speciality or other security or instrument, negotiable or otherwise, and whether satisfied by payment or not; (c)any time given or extended to the Customer and/or any other person or persons including ourselves and the parties to any negotiable or other security instrument guarantee or contract and any other indulgence granted to or compromise composition or arrangement made with the Customer and/or any other person or persons including ourselves whether with or without consent from or notice to us. 10. This Guarantee shall be in addition to and not in substitution for any other guarantee for the Customer given by any of us to the Company. 11. To give effect to this Guarantee the Company shall be at liberty to act as though we and each of us were principal debtor to the Company for all payments guaranteed by us as aforesaid to the Company and notwithstanding:- (a) the failure of any one or more of us the intended guarantors to complete this Guarantee; or (b) the fact that for any reason whatsoever the signature of any one or more of us intended guarantors to this Guarantee shall not bind him or him or his estate; or (c) The release by the company of any one or more of us from further liability under this Guarantee; The remainder of us shall be bound by this Guarantee and it shall be and remain a continuing security as to the other or others of use. 12. No one of us shall be discharged or released from this Guarantee by any arrangement made after this Guarantee or any dealing between the Customer and the Company without our knowledge or consent or by any variation or alteration without our knowledge or consent in the agreement between the Customer and the Company for the making of advances or otherwise giving credit to the Customer by the Company. 13. In order to give full effect to the Provisions of this Guarantee each of us hereby waives all rights inconsistent with such provision ad which we might otherwise as surreties be entitled to claim and enforce and we declare that the Company shall be at liberty to act as though we or each of us were principal debtors or principal debtor to the Company for all payments guaranteed by us as aforesaid to the Company. 14. Any notice or demand hereunder shall be deemed to have been sufficiently given if sent by prepaid letter post to the address last known to the Company or stated hereon of the one of us whom or to whose personal representatives such notice is given and shall be assumed to have reached the addressed in the course of post. In case of the death of any of us until the Company receives notice in writing of the Grant of Probates of his will or of administration of his estate any notice or demand by the Company sent by post as aforesaid addressed to such one of us or his personal representative or to the registered office of the Guarantors and shall be as effectual as if he were still living and operating. 15. Any admission or acknowledgement in writing by the Customer or by any person authorised by the Customer of the amount of indebtedness of the Customer to the Company and any judgement recovered by the Company against the Customer in respect of such indebtedness shall be binding and conclusive on and against us and our executors administrators and legal representatives in all Court of Law and elsewhere. 16. This Guarantee shall not be determined by the Company being absorbed by or amalgamating with or taking over any other company or firm or corporation but shall endure and be available for past and subsequent advances and all other purposes for or by the absorbing or amalgamated company or concern. 17. This Guarantee shall be deemed to have been made in the State in which the Company have its registered office and we hereby submit to the jurisdiction of the Court of the States of Malaysia provided always that the Company shall be at liberty to take any proceedings in respect of any cause of action arising hereunder in any courts whether in the States of Malaysia or elsewhere to recover any sums or monies due to the Company hereunder. 18. I/We hereby agree to indemnify the Company and keep the Company indemnified against all losses and damages which the Company may suffer and costs and expense (including legal fees) which the Company may incur as a result of the Customer default in payment. 19. I/We hereby consent and authorize you to lodge a private caveat on my/out properties in the event of default of any monies due and owing to you and/or in the event of litigation commences by you against me/us and the Customer and I/We hereby undertake to indemnify you against any losses, damages, expenses that you may suffer or incur or that may arise from my/our consent to your lodgement of the private caveat. 20. Each and every term stipulation or provision contained herein are severable from the other so that no term, stipulation or provision which may be illegal prohibited or unenforceable in law shall effect the legality of or invalidate any or all of the other provisions contained herein. 21. This Guarantee/Indemnity shall be binding upon my/our respective heirs executors and administrators as the case may be. 22. Time shall be the essence of this Guarantee Agreement. 23. In these clauses where the context so permits the singular included the plural and vice versa and the masculine includes the feminine and neuter genders and persons includes a corporation. Dated this day of 20
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