GENERAL TERMS AND CONDITIONS

1. Approved Applicant shall execute a Subscription Agreement [“Agreement”] with Three Roses Business Centre [“Three Roses”]. The applicant will thereupon be a Member [“Member”] to facilities and services rendered by Three Roses. After the Agreement being duly executed, all payments being fully made and all terms and conditions being complied with by the Member, the Member may use Three Roses’s designated address as its business address and the featured and additional facilities and services subscribed [“Package”] subject to further terms and conditions thereof from the commencement dates stipulated by Three Roses.

2. Full payment of the Package or otherwise payable under the application or subscription must be made in advance upon application. Three Roses shall have absolute discretion to reject the application without rendering any reason. In the event the application is rejected by Three Roses, a refund without interest less any processing or administration fees or any charges imposed by Three Roses, may be made to the Applicant. In the event the Applicant fails, refuses and/or neglects to collect the refund within 3 working days from notification of the same whether in writing or otherwise, the Applicant shall be deemed to have absolutely waived the refund and shall not make any claim for the same against Three Roses.

3. In the event the Applicant fails, refuses or neglects to execute the Agreement within 3 working days from the notification of the same whether in writing or otherwise, the Applicant shall be deemed to have abandoned the application and all payments whatsoever made to Three Roses shall be forfeited forthwith without notice.

4. The commencement date indicated in the application Form shall not be conclusive and binding against Three Roses. The commencement of the Package shall be in Three Roses’s sole discretion and starts on the day as determined by Three Roses. The term subscribed shall run consecutively inclusive of weekends and Public Holidays and regardless of any intervening events whatsoever and howsoever.

5. The Applicant/Member shall not use Three Roses’s address and the facilities and services subscribed before the commencement date. At all times, the Applicant/Member shall not use Three Roses’s name or logo or represent itself as Three Roses or Three Roses’s representative, agent or otherwise. The Applicant/Member undertakes that it shall not use Three Roses and any facilities and services subscribed for any obscene, indecent, illegal, immoral, gambling or defamatory purposes and shall not in any way bring or cause Three Roses into disrepute. The Applicant/Member shall not in any way whatsoever use or combine Three Roses’s name or feature in whole or in part including but not limited to for purposes of trading activities.

6. Three Roses shall have the rights to terminate the Subscription before the expiry of the term by giving 14 days notice in writing or otherwise. The Member hereby waives all its rights to make any claims or demands against Three Roses whatsoever.

7. The Member shall not terminate the Subscription before the expiry of the term. In any event, the Member shall not be entitled to any refund of payment made or part thereof whatsoever. In the event that the Member fails, refuses and/or neglects to comply with or fulfil its part of the Agreement including but not limited to making full payment for any fees, charges and/or demands by Three Roses, the Member shall be deemed to have committed an event of default, in which event Three Roses shall have the rights to terminate the Agreement forthwith, forfeit all payments made or part thereof and further claim for loss and damages against the Member. Any sum forfeited is not and shall not be deemed as settlement of Three Roses’s claim or part thereof.

8. The Member may renew the term for a further term agreeable to Three Roses by giving one (1) month written notice to Three Roses, completing executing and forwarding necessary documents, making full payment for the renewed term in advance all before the expiry of the existing term and further complying with all terms and conditions as may be imposed by Three Roses. Renewal is not automatic and shall subject to the absolute discretion of Three Roses. 9. The Applicant/Member undertakes to pay the term rate, deposits and all additional fees, charges, tax or outgoings arising from the Application or Agreement whether in advance or otherwise on or before the due date stipulated by Three Roses without demand. Three Roses shall have the rights to require payment of any or additional deposit from time to time and at any time. Interest at the rate of eight percent (8%) per annum shall be imposed on any sum due calculated from the due date until full realization. Three Roses shall have the rights to capitalize interest as principal without notice to the Member and utilize any payment towards interest first before towards principal. Three Roses reserves the right to withhold any services provided under the Agreement (with or without notice) or to terminate the Agreement, if fees are not paid by the due date or in any event of default or otherwise in the absolute discretion of Three Roses.

9. The Member may renew the term for a further term agreeable to Three Roses by giving one (1) month written notice to Three Roses, completing executing and forwarding necessary documents, making full payment for the renewed term in advance all before the expiry of the existing term and further complying with all terms and conditions as may be imposed by Three Roses. Renewal is not automatic and shall subject to the absolute discretion of Three Roses.

10. Three Roses shall have the absolute rights to revise, review, alter, amend or vary the facilities and services subscribed, the terms and conditions of the application and/or Agreement, rates, deposits, charges and/or fees from time to time at any time including before the execution of the Agreement. The Applicant/Member shall pay any increased rates, deposits, charges, fees, tax and/or outgoings imposed by Three Roses. The Applicant/Member is not entitled to any rebate or refund whatsoever or howsoever.

11. The Member may subscribe and pay for additional facilities and services during the unexpired term at a rate imposed by Three Roses. The Member may unsubscribe any facilities and services during the unexpired term, however there shall absolutely be NO REBATE OR REFUND whatsoever.

12. Notwithstanding of the facilities and services subscribed, Three Roses shall have the rights to reject or decline receipt of any parcels, materials or objects in Three Roses’s absolute discretion.

13. Three Roses shall not be liable to the Applicant/Member and/or any third party arising from the Agreement and/or the Package subscribed including occupier’s liability and regardless of whether by way of negligence or otherwise. The conduct or omission of the Applicant/Member shall absolutely be the Applicant/Member’s sole responsibility and liability and does not attribute to Three Roses howsoever. The Applicant/Member shall fully reimburse and indemnify Three Roses for any loss or damages whatsoever and claims or demands by any third party. Three Roses shall not be liable for any loss or damages sustained as a result of any mechanical breakdown, disruption of electricity or Utilities, theft, flood, strike, act of God or otherwise any intervening event and any act, delay, failure, refusal, omission or negligence of any staff, manager or caretaker to perform their duties.

14. The Applicant/Member shall immediately notify Three Roses of any change of address at all times.

15. No waiver absolutely whatsoever and howsoever shall apply against Three Roses. All terms and conditions are set out in writing herein and in the Agreement. No prior representation by Three Roses’s personnel, representatives and/or agents shall bind Three Roses or be part of the terms and conditions of the application or Agreement.

16. All terms and conditions herein and in the Agreement or otherwise stipulated by Three Roses in writing or otherwise shall bind the Applicant/Member’s successor, receiver, theirs, representative, agents, employees or otherwise.

17. The Agreement or any dispute shall be interpreted, enforced and governed in accordance with the laws and adjudicated in West Malaysia.

SUBSCRIPTION TERMS AND CONDITIONS

1. Term: Minimum sign up period is twelve (12) consecutive months inclusive of weekends and Public Holidays and regardless of any intervening event.

2. Member may be assigned with a dedicated business address* strictly for professional correspondence only. Three Roses shall have the rights to vary, change or substitute the dedicated business address from time to time at anytime. Member is prohibited to use the business address for any obscene, indecent, illegal, immoral, gambling or activities that may bring or cause Three Roses into disrepute.

3. Member may elect call forwarding* and/or fax forwarding service(s) vide selected mode(s).

4. Member’s business name may be listed online by Three Roses. Charges will be imposed for any variation of name on the listing and must be paid in full before any variation may be made. The use of the online listing is strictly for professional purposes only. The online listing does not in anyway attribute the Member as Three Roses or Three Roses’s representative, agent or otherwise.

5. Member may access the online Members Lounge to update and upload Member’s business details and view Member’s account, information and meeting room scheduler. Three Roses reserves absolute rights to disallow access to Members Lounge from time to time and at any time.

6. The choice of courier service and/or dispatch providers shall be determined by Three Roses. The availability of courier and/or dispatch services are subject to the service providers. In the case of courier service, Member may select the courier service provider subject always to availability and practicality. Notwithstanding Member’s choice, the selection of the service providers is in Three Roses’s absolute discretion. Member must pay all costs and expenses for the courier or dispatch transactions in advance. Member must comply with all terms and conditions stipulated by the service providers. Any explosive, illegal, dangerous items are strictly prohibited. Three Roses shall not be liable for any loss and damages arising from these services or by the service providers notwithstanding Three Roses’s selection.

7. Three Roses shall not be liable to the Applicant/Member and/or any third party arising from the Package and additional services subscribed or rendered by Three Roses including occupier’s liability and regardless of whether by way of negligence or otherwise. The conduct of the Applicant/Member shall absolutely be the Applicant/ Member’s sole responsibility and liability and does not attribute to Three Roses howsoever. Three Roses shall not be responsible for the conduct, act and/or omission by any third party including but not limited to courier service or dispatch providers.

8. The Applicant/Member shall fully reimburse and indemnify Three Roses for any loss or damages whatsoever and claims or demands by any third party. Three Roses shall not be liable for any loss or damages sustained as a result of any mechanical breakdown, disruption of electricity or utilities, theft, flood, strike, act of God or otherwise any intervening event and any act, delay, failure, refusal, omission or negligence of any staff, manager or caretaker to perform their duties.

9. Use of meeting rooms is subject to availability and on first come first serve basis. Booking must be made in advance. Notwithstanding of booking having been made, Three Roses shall have absolute rights to disallow the use of meeting rooms at anytime and/or make variation or changes to the booking from time to time and at any time. The use the meeting room and the facilities therein are for a limited time for the period booked in advance and strictly during operation hours. All furniture, fittings and/or items in meeting rooms are Three Roses’s properties. Member is strictly liable to indemnify and reimburse Three Roses for any loss and damages caused to the meeting rooms and furniture, fittings and/or items therein. The use of meeting room shall not exceed its seating capacity. The facilities provided in meeting rooms may vary and may change or be omitted from time to time at any time. Smoking, alchohol and all obscene, indecent, illegal, immoral, gambling or activities that may bring or cause Three Roses into disrepute are strictly prohibited in the meeting rooms. All fees and charges incurred in reserving and/ or using the meeting room shall be made in accordance with the terms and manner imposed by Three Roses. Three Roses reserves the right to terminate the use of the facilities and require the Member to immediately vacate the facilities if fees are not paid according to Three Roses’s terms. Fifty percent (50%) of the usage fee will be charged for cancellation or variation within 48 hours of the reserved date and full usage fee will be charged for cancellation or variation within 24 hours of the reserved date.

10. The use of the Online Sign In facility is strictly subject to Three Roses’s discretion. Three Roses shall have absolute rights to disallow or interrupt access the to facility and/or vary or change the facility from time to time and at any time. All online information in the Member’s Account are stored, accessed and used at the Member’s own risk and liability including to third party. Three Roses shall not be liable for accuracy of the information therein and in anyway in relation or arising from the information including but not limited to any alert feature thereof. All obscene, indecent, illegal, immoral, gambling, defamatory or seditious information or information that may bring or cause Three Roses into disrepute are strictly prohibited.

11. Business Administration Assistance is not exclusive to the Member, strictly during operation hours and for purposes of Member’s professional business arrangements only. The Business Administrator will endeavor to meet the Member’s reasonable requests only. All obscene, indecent, illegal, immoral, gambling or activities that may bring or cause Three Roses into disrepute are strictly prohibited. Three Roses shall have the rights to reject or decline Member’s request to the Business Administrator.

12. Access Card is property of Three Roses and must be returned upon determination of the Agreement or upon request by Three Roses in writing or otherwise. The Access Card allows entry to member area only and strictly during operation hours. No guests or invitees are allowed unless permitted by Three Roses. All furniture, fittings and/or items in Three Roses premises are Three Roses’s properties. Member is liable for the conduct and omission by his guests or invitees and is strictly liable to indemnify and reimburse Three Roses for any loss and damages caused to the Three Roses’s office or premises and furniture, fittings and/or items therein.

13. The choice of courier service and/or dispatch providers shall be determined by Three Roses. The availability of courier and/or dispatch services are subject to the service providers. In the case of courier service, Member may select the courier service provider subject always to availability and practicality. Notwithstanding Member’s choice, the selection of the service providers is in Three Roses’s absolute discretion. Member must pay all costs and expenses for the courier or dispatch transactions in advance. Member must comply with all terms and conditions stipulated by the service providers. Any explosive, illegal, dangerous items are strictly prohibited. Three Roses shall not be liable for any loss and damages arising from these services or by the service providers notwithstanding Three Roses’s selection.

14. Members undertakes to pay in full all costs and expenses incurred or arising from the facilities and services and the usage thereof on or before its due date without demand. Three Roses shall have the rights to vary, substitute, add or omit any facilities and services subscribed from time to time at anytime without notice.

15. All other terms and conditions in Application Form and Subscription Agreement apply.

GUARANTEE AND INDEMNITY

1. In consideration to Three Roses agreeing to enter into an Agreement with the Applicant for subscription of facilities and services, I irrevocably and unconditionally guarantee and shall indemnify Three Roses with our without demand and as PRINCIPAL DEBTOR for all sums whatsoever and howsoever payable by the Applicant arising from the Application, Agreement or otherwise facilities and services rendered to the Applicant regardless of formally subscribed or otherwise, including but not limited to :-

1.1 All sums, rates, fees, charges, deposits, tax, fines, penalty, interest or outgoings payable by the Applicant to Three Roses whatsoever and howsoever incurred or committed to Three Roses and to third party service providers;

1.2 All loss, damages, liabilities, costs and expenses (including legal costs and expenses on solicitor and client basis) or otherwise sums incurred or sustained by Three Roses;

1.3 All claims whatsoever by any third party against Three Roses; or

1.4 All claims whatsoever by Three Roses against the Applicant.

2. All sums of money that may not be recoverable from me on the footing of a guarantee or indemnity whether by reason of any legal or statutory limitation disability or incapacity on or of the Applicant or any other fact or circumstance whether known to White Space or otherwise shall nevertheless be recoverable from me as a principal debtor to Three Roses.

3. This guarantee is in addition to and not in substitution of any other rights that Three Roses may have against the Applicant and Three Roses shall not be bound to proceed against the Applicant or on any security first before enforcing this guarantee against me. Three Roses may simultaneously exercise all its rights under any security, against the Applicant and me. I shall not be discharged nor shall my liability be affected in any way by any facts or circumstances or any act, omission or means whatsoever until and unless all sums payable to Three Roses are fully satisfied. Any alternative resort by Three Roses to recover the sums payable shall not be a waiver to my liability herein created.

4. I shall subordinate and surrender to Three Roses any and all sums recovered by me from the Applicant and the money so received shall be deemed to be received in trust for Three Roses and shall forthwith be repaid over to Three Roses.

5. In the event it is discovered that the Applicant is insolvent, adjudicated bankrupt or wound-up, in receivership, receiving order has been made against the Applicant, there is any composition or scheme of arrangement wherein the company or applicant is a debtor or in any proceedings, state or condition whatsoever and howsoever leading to the aforesaid, I shall forthwith indemnify Three Roses all sums payable as a principal debtor.

6. This Guarantee and Indemnity shall be a continuing guarantee to Three Roses to the extent of all sums payable by the Applicant and/or me together with interest thereon and costs. This Guarantee shall not be deemed to have been satisfied by any intermediate payment or part payment.

7. My liability herein created and recovery against me shall not in any way be barred, prejudiced, invalidated or affected notwithstanding any defect, informality or insufficiency in the power or capacity of the Applicant in executing the Application and/or Agreement or using the facilities and services. Noting done or omitted by Three Roses in pursuant to any authority or permission contained in this Guarantee shall diminish, affect or discharge my liabilities herein. This Guarantee shall be without prejudice to and shall not be affected nor shall I be exonerated or released by any security which Three Roses may now or at any time hereafter hold from the Company or any other person or persons in respect of any money being guaranteed; by any variation, exchange, renewal, release, modification of any such security or the refusal or neglect to exercise of any option; or by any illegality, irregularity, unenforceability, invalidity or defect in any obligations of the Applicant or any person due to any reasons whatsoever.

8. I shall immediately notify Three Roses of any change of address at all times until and unless all sums payable to Three Roses are fully satisfied. Notice or demand to me may be in writing or otherwise. Notice or demand to be served on me shall be deemed to be duly served after the expiration of two (2) business days from the date the notice or demand caused to be sent by post to my addresses herein. Any notice to Three Roses must be in writing and shall not be deemed to have been received unless and until acknowledged receipt by Three Roses.

9. Any sums due from me to Three Roses shall be imposed interest at the rate of eight percent (8%) per annum.

10. Time whenever mentioned shall be the essence of this Guarantee.

11. Any statement by Three Roses as to the sums due and/or payable by the Applicant or me shall be conclusive evidence in any legal proceedings against me or my successor in titles for all purposes.

12. This guarantee and indemnity shall be binding upon my executor or administrator or personal representatives and upon any committee receiver or other person lawfully acting on our behalf and shall ensure for the benefit of and be enforceable by your successors in title.

13. Any term condition, stipulation, provision or undertaking of this Guarantee which is illegal, prohibited or unenforceable in any jurisdiction shall as to such jurisdiction be ineffective to the extent of such illegality, voidness, prohibition or unenforceability only without invalidating the remaining provisions hereof. This Guarantee shall be interpreted and governed in accordance with the laws of Malaysia and this Guarantee shall submit to the exclusive jurisdiction of the Courts in West Malaysia.