Date: 27 l\{ay 2020

MI{'
This Agreement is made and entered into this 22"d day of March 2020 by and between
VENKITARAMANAN K.S. GOPALA IYER a Malaysian resident (the
'Buyer')' MR.
VINCENT LAWRENCE (The 'Attorney'), anrJ MR. SARAFIN BIN MAGANA
(SellerlBeneficia.ry). a Malaysian citizen and resident in Malaysia.

Attention:

SellerlBeneficiary: MR. SARAPIN BIN MAGANT\

r\CldrCSS: NO. LOT i48, LORONG JUMBO 2, TAMAN JT}MBO'
88200" PETAGAS" KOTA
KINABALU, 88200 SABAI{.

Direct Contact No: +6010 5660199

Email : sarapinmagana@ gmail.com
Natianal Identity CardNo: INRIC NO: 620710-12-6319]
passport No: UjZOt2386 (East Malaysia), Expiry f)ate: 25th F.ebruary :021'

LOT i48. LORONG.IUMtsO 2' TAMAN JI']MBO' 88200' PETAGAS' KOTA

HOME ArldrESS: NO.
KI}{ABALU,882OO SABAH

R.ef. Nos: GB-2?799- B 325125 N 122799- B 325250 N

Rqcitals
Buyer in their capacity as
Whereas, the paymaster, the Atlomeys perform a valuable service to the
the paymaster, engageil Attorneys/ [,a-w Fi.* p*trant to various
appoinled confidential Agreements
(the'Agreements') and the Seiler/Beneficiary"
the Paymaster is
whereas, the tsuyer has submitted a list of Setler/Reneficiaries pursuant to which
endorses such Agreements
to distribute proceecls pursuant to the Agreements provided, the Attorney
Paymaster, the Attomeys,
and undertakings. the'seller/Beneficiary indemnifies/ holds harmless the
the Buyer and the Mandate to such distribution of f'unds'

'whereas, in order to induce the paymaster and the Attorneys to serve the Buyer in respect of the Pay
agreed
order and Agreements established on behatf of the sellerlBeneficiary, the selleriBeneficiary
to enter into this Hold Harmless/ NIJA/ indemnity Agreement (the 'Indemnity')
w"ith the Pa,vmaster,

the Attorneys, the Buyer and the Mandate.

llandate's
Now, Therefore, in consideration of the Paymaster's, the Attorneys', Buyer's and
services/undertaking, the parties hereto agree as follorvs:

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 AGREEMEI\T

It is understood without any ambiguity, following the net f-rnal of A Total of

donation settlement
USDtr0,000,000.00 iTen Million United States Dollars) only to you, SARAPIN BIN MAGAI{A for
statedlviable project funding, you promise to hold completely irannless, from whatsoever
consequences - tlre Buyer, the Buyer's authorised Paymaster, the Buyer's authorised Attorneys', the
Buyer's authorised Mandate and all those legall3r associated with the Buyer's side from any and all
unloreseen circumstances arising from your any and all further activities thereafter.

Any attempts from your intermediaries/beneficiarieslbrokers to contact the Buyer's side with
reference to fees/donations in whatsoever manner will not be enterlained under any circumstances.

If the stated 'Humanitarian Projects' are deemed to be inappropriate zurd/or the funds rnisused, then
all monieslaccounts will be fi-ozen forthwith by the Security/Scrutiny authorities and no longer
accessible to you.

All aspects the 'Redemption' process and funds paid to you must be kept completely confidcntial and
discreet at all times. You are therefbre bound by the duties of conficlentiality and discretion as stated
within the ICC (International Chamber of L-ommerce) NCNDA (Non-C'ircumvention Non-Disciosure
Agreement) rules and regulations. Failure to adhere to these rules/regulations will ensure your funds
are liozen forthwith by the SecuritylScrutiny Authorities especially appointed for the purpose.

I . Ilold harmless/ Indemnity of the Paymaster, the Attorneyso, the Buyer and the Mandate:
The Seller/Beneficiary hereby agrees to hold hamless and indemnity the Paymaster, the
Attorneys, the Buyer and the Mandate to the fullest extent authorized and permitted under
applicable Califomia and United Kingdom Larvs for the Paymastcr, Attorney services, the
Mandate and the Buyer Fayment undertakings pursuant to the Agreement for any clairns that
may be filed against the Pal,rnaster. the Attorneys, the Buyer and the Mandate with respect to
payments made to the Seller,tseneficiary provided hy tlie Buyer.

2. Additional indernnity. In addition to and not in limitation of thc indcmnification otherwise

provided f,or herein, and subject only to the exclusions set forth in Section 3 hereof, Selier/
Beneficiary hereby further agrees to hold harmless and indemnify the Paymaster, the
Attorneys, the Buyer and the Mandate.

a). Against any and all expenses (including Attomeys' fees). Witness fees, Damages,
Judgments, fines and amounts paid in settlement and any other amounts tl,at the Paymaster,
The Attorneys, the Buyer and the Mandate becomes legally obligated to pay because of any
claim or claims made against or by them in connection with any threatened, pending or
completed action, suit or proceedings, whether civil. criminal, arbitrational, administrative
or investigative (including any action by or in the right of Seller/Beneficiary) to which the
Paymaster, the Attorneys, the Buyer and thc Mandate are, were at any time become a party.
or are threatened to be made a party, and

b). Otherwise to the fullest extent as nray be provided to the Payrlaster. the Attorneys, the
Buyer and the Mandate by Seller,{Beneficiary under the provisieins of the Agreement.

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3. Lirnitations on Additional Indernnity. No indemnity pursuant to Section 2 hereof shall be
paid by Seller/Bcnefi ciary:

a). On account of the Payrnaster's, the Attorneys', the Buyer's and the Mandate's conduct
that is established by a final judgment as knowingly fraudulent or deliberately dishonest or
that constituted wiliful misconduct.

b). On ascount of the Paymaster's, the Attomeys', the Buyer's and the Mandate's conduct
that is established by a final judgment as constituting a breach of the Paymaster's, the
Attorneys', the Buyer's and the Mandate's duty of loyalty to Seller/Beneficiary or resulting
in any personal profit or advantage to rvhich the r\gent was not legally entitled.

4. Continuation of Indemnity. All agreements and obligations of- SelleriBeneficiary contained

herein shall continue during the period the Paymaster. the Attorneys', the Buyer and the
Mandate are providing services/undertakings pursuant to the Agreement and shall continuc
therealler so long as the Paymaster, the Attorneys', the Buyer ancl the Mandate shall be subject
to any other possible claim or tlu'eatened, pending or completed action, suit or proceeding,
whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that
the Faymaster, Attorneys', Buyer and Mandate are serving in the capacity referred to herein.

5. Notification and Defense of Claim. Not later than thirty (30) days after the Payrnaster, the
Attomeys', the Buyer and the Mandate become aware, by written or other overt
communication, of any pending or threatened litigation, claim or assessment, the Pa).rynaster,
the Attorneys', the Buyer and the Mandate will, if a claim in respect thereof is to be made
against Seller,Beneficiary under this Indernnity, notify Seller'/Beneficiary of such pending or
threatened litigation, clairn or assessment: but the omission so to notify Seller,{Beneficiary
will not relieve the SellerlBeneficiary from any liability which it may have to the Paymaster,
the Attorneys', the Buyer and the Mandate otherwise than under this Hold harmless/
Indemnity.

The Seller"lBenellciary shall be permitted to settle any action or claim excepl that they shall
not settle any action or clainr in any manner rvhich rri,ould impose any penalty or linritation on
the Paymaster, the Attorneys', the Buyer and the Mandate without tire Payrnaster's, the
Attorneys', the Buyer's and the Mandate's written consent, which may be given or withheld
at the Paymaster's, the Attoraeys', the Buyer's or the Mandate's sole discretion.

6. Enforcement. Any right to indemnitication or advances grantcd by this Hold harmless/

Indeninity to the Paymaster, the Attorneys, the Buyer and the Mandate shall be enforceable
by or on behalf of the Paymaster, the Attorneys, the Buyer and the Mandate in any court of
competent jurisdiction if: a) the claim for hold hannless indemnification or advances is
denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days
ofrequest therefor.

The Paymaster, the Attorneys, the Buyer and the Mandate,'in such enfbrcement action, if
successful in whole or in paft, shall be entitled to be paid also the expense of prosecuting their

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 a claim for hold harmless inden:niflcation
claim. It shall be a def,ense to any action for which
is made under Section 2 hereof (other than an action brought to enforce a claim for expenses,

provided that the required undertaking has been tendered to the Sellerl Beneficiary that the
Paymaster, tlre Attomeys, the Buyer and the Mandate are not entitled to hold hannless
indcmnification because of the limitations set forth in Section 3 hereof.

Neither the failure of the Seller/Beneficiary to have made a determination prior to the
commencement of such enforcement action that hold hannless indemnification of the
Paltnaster, the Attorneys, the Buyer and the Mandate is proper in the circumstances, nor an
actual determination by SelledBeneficiary that such hold harmless indemnification is
irnproper shall be a defense to the action or create a presumption that the Paymaster, the
Attomeys, the Buyer and the Mandate are not entitled to indemnification under this
Agrcemcnt or olherwisc.

7 . Subrogation. ln the event of payment under this hold harmless indemnity Selleri Beneficiary
shall be subrogated to the extent of such payment to all of the rights of recovery of the
Paymaster, the Attomeys, the Buyer and the Mandate, rvho shali execute all documents
required and shall do all acts that may be necessary to secure such rights and to enable
SelleriBeneficiary effectively to bring suit to enforce such rights.

8. Non-Exclusivity of Rights. The rights conferred on the Payrnaster, thc Attorneys, the Buyer
and the Mandate by this Hold harmless Indemnity shall not be exclusive of any other right
that the Paymaster, the Attorneys, the Buyer and the Mandate may have or hereafter acquire
under any statute.

9. Survival of Rights. The rights conferred on the Paymaster, the Attorneys, the Buyer and the
Mandate by this Hold hannless lndemnity shall continue after the Paymaster, the Attorneys,
the Buyer and the Mandate has ceased their services under the Agreement/ Undertaking.

1 0. Severability. Each of the provisions ofthis Hold harmless Indemnity is a separate and distinct
agreement and independent of the others, so that if any provision hereof shall be held to be
invalid for any reason, such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereot".

Furthermore, if this Hold harmless Indernnity shall be invalidated in its entirety on any ground
then the Seller/Beneficiary shall nevertheless Indemnify the Paymaster, the Attorneys, the
Buyer and the Mandate to the fullest extent provided by applicable law.

11. Governing Law. This Indemnity shall be interpreted and enforced in accordance with the
Laws of the United Kingdom, the State of Califomia or any other applicable legaljurisdiction
available to the Paymaster, the Attorneys, the Buyer and the Mandate.

12. Amendment and Termination" No amendmcnt, modification. tennination or cancellation

of this Hold harmless Indemnity shall be efTective unless in rvriting signed by all parlies
hereto.

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 13. Identical Counterparts. This Hold harmlcss Indernnity rnay be executed in one or more
counterparts, each of whorn shall fcr ali purposes are deemed to be an original but all of which
together shall constifute but one and the same Hold harmless Indemnity. Only one such
counterpart need be produced to cvidence the existcnce of this Hold harmless Indemnity.

14. Headings. The headings of the sections of this Fiold harmless Indemnity are inserted for
convcnience only and shall not bc decmed to constitute part of this Inderlnity or to af{ect tlie
construction hereof.

15.|{otices. All notices, requests, demands and other comrnunications hereunder shall be in
writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to
thc party to whom such communication was directed of (ii) upon the third business day aftcr
the date on which such comrnunication was mailed if mailed by certifred or registered mail
with postage prepaid to the addresses specified in the Agreernent/ Understanding.

Signing this dr:cument, confirms that you, SARAPIN BIN MAGANA hold hatmless and indemnify,
MR. VENKITARAMANAN K.S. GOPALA IYER (the 'Buyer'), MR. VINCENT LAWRENCE
('the Attorney')from any responsibility fbr any of your future actions in regard to the funds paid to
you. yoir Assigns, Brokers, Beneficiaries and lntennediaries thereof.

(The remainder of this page is intentionally left blank)

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In Witness !\'hereof', the parties hereto have executed this l'Iold harmlessl Indemnity Agreement on
and as of the day and ycar first written above.

SIGNED by the Buyer:

VENKITARAMANAN K.S. GOPALA IYER

(NRIC No: 560712-10-5915)

SIGNED by the Attortey:

-\

VINCENT LAWRENCE
(I\RIC No: 570609 -7 1-5167)

SIGNED by the Seller/Beneficiary:

oF

F1
MAGANA T
Ref. JP 97/25
MAJAPS NO.97
* YONG WE KONG
561129-12-5111
(NRIC 0-12-6319) HlPr 0{3-860 6996
(Passport 2386) No. 6, Jalan Haii Yaakub' KgAir'
88000 Kota Kinabalu, Sabah.

2? MAY '" t4/. Saralnh lZ. il4yynn -'

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