THIS AGREEMENT is made the day and year stated in Section 1 of the First Schedule BETWEEN:-
 
Parties:-
 

 
2.         “The Guarantee”:            The person whose name, address and particulars are stated in Section 3 of the First Schedule or its nominee(s) or assignee(s) of the other part
 

WHEREAS

 
B.                 At the date hereof, the Property is not charged to any Bank/ Financial Institution.
 
C.                 The Grantee has granted a loan of Ringgit Malaysia [Insert Amount] (hereinafter referred to as “the Loan”) to the Grantor as in the Friendly Loan Agreement dated the                    day of                           20.
 
D.                 In consideration of the Grantee paying the sum stated in Section 4 of the First Schedule (“Deposit”) to the Grantor, the Grantor hereby agrees to grant to the Grantee the right to exercise the Option to purchase the Property free from all Encumbrance and the Grantee agrees to accept the Option subject to the terms and conditions contained herein.
 
1.                  Interpretation
 
1.1              In this Agreement:
 
“CONSIDERATION SUM” means the sum stated in Section 7 of the First Schedule being the purchase consideration for the Property to be paid by the Grantee to the Grantor.
 
“ENCUMBRANCE” includes any charge, mortgage, pledge, lien, easement, hypothecation, assignment, title retention, double financing, preferential right, security interest or trust arrangement and any other agreement or arrangements having substantially the same legal effect.
 
“OPTION PERIOD” means the period stated in Section 6 of the First Schedule.
 
“OPTION” means the right granted by the Grantor to the Grantee to exercise an option to purchase the Property within the Option Period pursuant to the terms herein.
 
“PROPERTY” means all that property stated in Section 5 of the First Schedule beneficially and legally owned by the Grantor.
 
“RINGGIT MALAYSIA” means the currency of Malaysia.
 
2.                  Option
 
2.1              Subject to and upon the terms and conditions of this Agreement and in consideration of the Loan paid by the Grantee (the receipt of which is acknowledged by the Grantor), the Grantor irrevocably grants to the Grantee the right to purchase the Property free from any Encumbrances and with vacant possession for the Consideration Sum.
 
2.2              The parties shall be bound to complete the sale and purchase of the Property within three (3) months after the date of service of the notice by the Grantee exercising the Option or such other date(s) as the parties may agree to (“the Completion Date”). If the Completion Date falls on a non-business day, the next succeeding business day shall be the Completion Date.
 
2.3              Notwithstanding any contrary terms herein, the Grantor agrees to comply with the method of transferring the Property prescribed in writing by the Grantee howsoever manner provided that Consideration Sum shall be fully settled.
 
2.4              The Option shall be exercisable at nay time during the Option Period by notice in writing served on the Grantor in the manner prescribed in clause 8.5 herein.
 
2.5              Notwithstanding the Option has not been exercised as the date hereof, the parties agree that the Grantee shall be entitled to file a private caveat against the Property provided that the Grantee shall at its own cost undertake to withdraw the private caveat if for  any reason the Grantee fails to exercise the Option.
3.                  Condition Precedent
 
The parties hereby agree that this Agreement will come into effect or be activated upon the default repayment of the Loan on or before the last date of one (1) year form the date the Loan disbursed to the Borrower.
4.                  Conditions of sale
 
4.1              The sale and purchase of the Property under this Agreement shall be subject to the following conditions:-
 
(a)               The Grantor having a good registrable and marketable title to the Property;
(b)               The Grantor delivering vacant possession of the Property to the Grantee; and
(c)               The Property being free from all encumbrances whatsoever as at the Completion Date, but subject to all conditions of title and restrictions in interest whether expressed or implied contained in the document of title.
 
4.2              Upon execution of this Agreement, the Grantor shall cause to be delivered the issue document of title to the Property together with the duly executed Memorandum of Transfer in favour of the Grantee and other relevant documents including current quit rent, assessment receipts, the Grantor’s resolution pertaining to this Call Option Agreement, the Memorandum and Articles of Association, Forms 24 and Form 49 of the Grantor, the Stamp Duty Information Form (PDS 15) and any other documents incumbent to be delivered by the Grantor to enable the Grantee to register the Property in its favour (if it shall exercise the Option), to the Grantee’s solicitors who shall hold them as stakeholder until the Grantee write to the said solicitors to inform them of the Grantee exercising the Option and there upon the said solicitors shall release the said documents to the Grantee.  If the Grantee shall fail to exercise the Option, the said solicitors shall release the said documents to the Grantor upon expiry of the Option Period.
 
5.                  Completion
 
5.1              Completion of the sale and purchase shall take place at the office of the Grantee or at such other place as the parties shall mutually agree on or before the Completion Date when all the transactions mentioned in the following sub-clauses shall take place.  
 
5.2              The Consideration Sum shall be paid by the Grantee on or before the Completion Date.
 
5.3              All benefits interests and rights attached to the Property shall accrue to the Grantee at the date of the service of its notice exercising the Option.
 

 
(d)               neither this Agreement nor any document delivered to the Grantee contain any untrue statement of material face nor has any material fact been omitted which would render the statements made misleading and untrue; and
 
(e)               all rates, taxes, assessments, duties, charges, impositions and other outgoings charged, assessed or imposed upon the Property have been paid up to date.
 
6.3            Notwithstanding the complete implementation of this Agreement, all warranties undertakings and obligations given hereunder or undertaken herein shall continue hereafter to subsist for so long as may be necessary to give effect to each and every one of them in accordance with the terms hereof.
 
7.                  Real Property Gains Tax
 
7.1              The Grantee and the Grantor shall if required within the time provided in the Real Property Gains Tax Act 1976 and in accordance with the provisions of the Real Property Gains Tax Act 1976 make the necessary returns top the Director-General in respect of the sale of the Property under this Agreement and furnish the other party with sufficient evidence of the compliance of the provisions of the Real Property Gains Tax Act 1976.
 
7.2              If either party (“the defaulting party”) shall fail to notify and submit the necessary returns to the Director-General as required by clause 6.1 and if as a result of such failure of the defaulting party, the other party is liable to pay a penalty for the delay in paying the stamp duties and late registration fee, if any, due on the transfer in respect of the Property, the defaulting party shall be responsible and liable for the amount of the penalty on the stamp duties and late registration fee.
 
7.3              Without limiting to the above, if the Grantor shall fail to furnish documentary proof of filing the real property gains tax return pursuant to the Real Property Gains Tax Act 1976, the Grantor hereby authorises the Grantee to submit the necessary return on its behalf to enable to Grantee to be registered as the registered proprietor of the Property.

8.                  Outgoings
 
8.1              All quit rent, rates, assessment, utilities (telephone and electricity) taxes and other outgoings (if any) payable in respect of the Property shall be apportioned as at the Completion Date and any sum or sums due by virtue of such apportionment shall be paid or allowed as the case may be on such date.
 
9.                  Miscellaneous
 
9.1              No announcement shall be made in respect of the subject matter of this Agreement unless specifically agreed between the Parties.
 
9.2              This Agreement shall be binding upon each party’s successors and assigns and personal representatives.  The Grantee shall be entitled to assign the benefits and rights of this Agreement with written notice to of the Grantor but the Grantor shall not assign any of the rights contained herein without prior written consent of the Grantee.
 
9.3              Each party shall bear its own costs in respect of the preparation of this Agreement save that the Grantee shall pay the stamp duty on the original and 3 counterpart of this Agreement and all the stamp duty and registration fees in respect of the transfers of the Property executed by the Grantor under this Agreement.
 
9.4              Time shall be of the essence of this Agreement.
 
9.5              All communications between the parties with respect to this Agreement shall be delivered by hand or sent by registered post or by facsimile transmission to the address of the addressee oas set out in this Agreement or to such other address as the addressee may from time to time have notified for the purpose of this clause.  In proving service by post it shall \only be necessary to prove that the communication was contained in an envelope which \was duly addressed and posted in accordance with this clause.  If it is delivered by hand to the other party, it shall be deemed to have been received at the time of delivery.  If it is transmitted by way of facsimile transmission, it shall be deemed to have been received on the day immediately following the date of transmission subject to the receipt of a confirmed transmission report by the sender.
 
9.6              Payments to be made by the Grantee to the Grantor hereunder shall be made by way of Cheque payable by a bank in Penang.
 
9.7              If any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
 
9.8              All rights granted to either of the parties shall be cumulative and not exercise by either of the parties of any right under this Agreement shall restrict or prejudice the exercise of any other right granted by this Agreement or otherwise available to it.
 
9.9              This Agreement supersedes any prior agreements between the parties whether written or oral and any such prior agreements are cancelled as at the date of this Agreement in respect of this subject matter.
 
9.10          This agreement shall be governed by and construed in accordance with the Laws of Malaysia and the parities hereto agree to be subject to the non-exclusive jurisdiction of the Malaysian courts.
 
9.11          The Grantor acknowledges that damages relief may not be sufficiently compensated the Grantee and the Grantee shall be entitled to such equitable remedies as may be available to it including injunctive relief and specific performance of this Agreement.
 
9.12     This Agreement shall be of no effect once the repayment of the Loan has been made on or before the last date of one (1) year form the date the Loan disbursed to the Borrower.
 
 
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IN WITNESS WHEREOF the parties hereto have hereunto respectively set their hands the day and year first above written.