REFERENCE ACCESS OFFER (“RAO”)Page 1 REFERENCE ACCESS OFFER (“RAO”) 23rd July, 2019 Version...

REFERENCE ACCESS OFFER (“RAO”)

23rd July, 2019 Version 1.0

VALSER TELCO SDN BHD (1215090-U) (the “Access Provider”)

Registered and Business Address: No.7F-2, 7th Floor, Tower 1 @ PFCC, Jalan Puteri 1/2, Bandar Puteri, 47100 Puchong, Selangor Darul Ehsan

http://www.valsertelco.com

http://www.valsertelco.com/

COMPANY BACKGROUND

VALSER TELCO Sdn Bhd was incorporated on 9th of January 2017 by a group of highly experienced civil, mechanical and electrical professionals in an effort to provide full range of total engineering solutions in infrastructure development for the cellular service operators.

VALSER TELCO Sdn Bhd is a total communications infrastructure solutions provider that provides innovative products and services to satisfy the needs of the cellular, fixed and broadband networks. VALSER TELCO Sdn Bhd is fast growing organization with the ability to plan, design, deploy, develop, integrate, maintain, manage, monitor, support, and optimize communication systems across Malaysia.

VALSER TELCO Sdn Bhd products and services include a wide selection of self-supporting structures, civil, electrical, mechanical, fibre optics solutions, and wireless infrastructures . VALSER TELCO Sdn Bhd previously is part of Valser Engineering & Services Sdn Bhd that operated for telecommunication scope of work. With the expansion of resources and projects, the management decided to have subsidiary to mainly concentrate on telecommunication. From study and design to fabrication, installation, commissioning, optimization, integration, deployment, maintenance and support, VALSER TELCO Sdn Bhd offers complete network solutions across multiple technologies. VALSER TELCO Sdn Bhd have delivered and completed many telecoms infrastructure projects with local operators and international vendors.

BACKGROUND AND SCOPE

VALSER TELCO is a company incorporated in Malaysia with its registered and

business address stated in Page 1 hereof.

VALSER TELCO is a licensed individual network facilities provider under the Act.

Pursuant thereto, VALSER TELCO may offer network facilities.

The Commission has issued the Determination on Access list (Determination No. 2 of

2015) on the 24th August 2015 and this ARD is prepared pursuant to Section 5.3.2 of

the Mandatory Standard on Access (MSA) Determination No.2 of 2015 and Variation

to Commission Determination on MSA Determination No.2 of 2009.

This ARD sets out the general terms and conditions on which VALSER TELCO as

Access Provider shall provide the Access Service to an Access Seeker. This ARD is

not an offer to enter into a legally binding contract but merely a reference

document that details the terms and conditions on which VALSER TELCO as Access

Provider is prepared to provide the Access Service to the Access Seeker by

entering into an Access Agreement.

For services outside the scope of this ARD, the terms and conditions thereof shall be

negotiated separately between the parties.

This ARD sets out the terms and conditions on which the Access Provider shall

provide the Access Service to an Access Seeker. This ARD is not an offer to enter into

a legally binding contract but merely a reference document that details the terms

and conditions on which the Access Provider is prepared to provide the Access

Service to the Access Seeker by entering into an Access Agreement.

The Access Provider considers that this ARD is consistent with:-

i. the Standard Access Obligations stipulated under Section 4.1.1 of the MSA

Determination and section 149 of the Act; and

ii. the principle of non-discrimination stipulated under Sections 4.1.5 and 4.1.6

of the MSA Determination.

This ARD may be amended from time to time and upon the happening of such an event, the

Access Provider shall comply with Section 5.3.5 of the MSA Determination.

DEFINITIONS AND INTERPRETATIONS

The following words have these meanings in this ARD unless the contrary intention appears:-

“Access Agreement” means an agreement:

1. entered into between VALSER TELCO and the Access Seeker; or

2. Which is commercially negotiated between the Operators, whereby VALSER

TELCO provides the Access Service to the Access Seeker in accordance with the

terms therein contained and registered with the Commission in accordance with

Section 150 of the Act.

“Access Charges” means the sum payable under the Access Agreement agreed by the

Operators to be paid by the Access Seeker to VALSER TELCO for providing the Access

Service, the indicative Access Charges are as per Appendix 1 hereof.

“Access Provider” means VALSER TELCO who is a network facilities provider who owns or

provides network facilities listed in the Access List and who is a licensee as defined in the

Act.

“Access Request” means a request for access to Facilities or Services on the Access List made

by the Access Seeker to VALSER TELCO.

“Access Seeker” means an Operator who is a network facilities provider, network services

provider, application services provider or content application service provider and also is a

licensee as defined in the Act who makes a written request for access to Facilities or

Services.

“Access Service” means the network facilities that are provided by VALSER TELCO to the

Access Seeker pursuant to an Access Request and upon terms and conditions in the relevant

Access Agreement.

“Act” means the Communications and Multimedia Act 1998 and any subsequent

amendments thereto.

“Amended Authorized Work Order” or “AAWO” means any variations and/or amendments

to an AWO or an existing AAWO which include but is not limited to the addition of a new

User to an Infrastructure thus reducing the License Fee, the increase or adjustment of the

License Fee or the additional License Fee by virtue of a Variation Order under the License

Agreement

“Associated Tower Site” means the space at the base of the Tower to install Equipment

thereat.

“Authorized Work Order” or “AWO” refers to the order in the form set out in Appendix 2

issued by the Operator or the Sharing Operators to VALSER TELCO and accepted and

executed by VALSER TELCO in relation to an Infrastructure Sharing Project and the

commencement of a License Period for such Operator or Sharing Operators shall be from the

Handover Date of the Site.”

“Commission” means the Malaysian Communication and Multimedia Commission

established under the Malaysian Communications and Multimedia Commission Act 1998.

“Equipment” means any equipment (whether hardware or software), or device which is part

of or within the Network.

“Facilities” means network facilities and/or other facilities which facilitate the provision of

network services or applications services including content applications service.

“Handover Date” means the date on which access to the Tower and Associated Tower Site is

given to the Access Seeker for installation of the Equipment at that site.

“Infrastructure Sharing” means an Access Service which comprises the provision of physical

access, which refers to the provision of space at specified Tower and Associated Tower Site

to enable an Access Seeker to install and maintain its Equipment.

“SST” means the Sales and Services Tax or whatever taxes called by whatever name charged

by Government of Malaysia for the supply of good and/or services provided hereunder.

“Invoice” means the invoice for amount due in respect of the supply of Access Service during

a Billing Period.

“Technical Specifications” means any technical parameters, specifications and procedures

applicable to a Tower and its Associated Tower Site.

“Tower” means the telecommunication tower belonging to the Access Provider to be

utilized by the Access Seeker to install Equipment thereat which may be any of the

following:–

1. Lamp poles, floodlights, aesthetic towers, monopoles, towers and any other

telecommunication infrastructure below 200 feet not as per the Tower under

paragraphs (a) or (h) of Annexure 3 hereof and as provided under paragraph (i) (x) of

Appendix 3 hereof on the Associated Tower Sites, or

2. 4 Legged towers, aesthetic towers and any other telecommunication infrastructure

200 feet and above not as per the Tower under paragraphs (a), (h) and (i) (ix) of

Appendix 3 hereof as specified in paragraph (i)(x) of Appendix 3 hereof on the

Associated Tower Site, or

3. Any other telecommunication structures belonging to the Access Provider,

ACCESS REQUEST

The Access Service provided by VALSER TELCO under this ARD is Infrastructure

Sharing whereby subject to the terms of the Access Agreement between VALSER

TELCO and Access Seekers, VALSER TELCO shall provide the Access Seeker space

at its existing Tower and Associated Tower Site to enable the Access Seeker to

install and maintain its Equipment.

VALSER TELCO shall if requested to do so by an Access Seeker, supply the Access

Service to the Access Seeker on reasonable terms and conditions.

VALSER TELCO shall only provide Infrastructure Sharing service where:-

1. An Access Request had been made by an Access Seeker to VALSER

TELCO and VALSER TELCO has accepted the said Access Request. This is

done by way of an Letter of offer issued by the Access Seeker to VALSER

TELCO;

2. VALSER TELCO is the legal owner of the Tower;

3. The Access Seeker has the appropriate License (NFP & NSP) to operate the

service for the purpose for which the Equipment is to be installed;

4. There is spare capacity at the relevant Tower and Associated Tower Site;

5. Any new installation by the Access Seeker will not exceed the structural

loading of the relevant Tower;

6. An Access Agreement had been entered into between the Operators.

An Access Seeker may not request for access to Access Service where the requested

Access Service is to be used in connection with an activity or activities in which the

Access Seeker is not licensed to provide.

Consistent with Government policy and Determinations by the Commission (and its

predecessor), where VALSER TELCO provides the Access Seeker with access to the

Access Service, the Access Charges for the requested Access Service shall be

negotiated between the Operators.

If VALSER TELCO requests an Access Seeker to provide Forecast, VALSER TELCO

shall only request the following with regards to the Infrastructure Sharing:

o the Forecasts shall cover the maximum period of one (1) year;

o the Forecasts shall use the minimum intervals of one (1) year; and

o the maximum frequency to update or make further Forecasts is once a year.

VALSER TELCO shall acknowledge of receipt of an Order for Infrastructure Sharing in

writing (includes through electronic correspondences), within 2 business days.

VALSER TELCO shall notify an Access Seeker that its Order for Infrastructure

Sharing is accepted or rejected within 10 business days after acknowledge of

receipt been issued or post-Order Service Qualification been issued.

If VALSER TELCO is accepting the Order, its Notice of Acceptance will indicate the

delivery date or activation date, and the time frame for delivery date or activate date

shall be within 40 business days from the Notice of Acceptance.

The VALSER TELCO’s billing cycle for Operators, is one (1) year in advance for the first year,

and quarterly in advance for the subsequent years.

VALSER TELCO shall allow Access Seeker, its nominated employees and / or

contractors to physically access the VALSER TELCO’s network facilities and its

equipment within the facilities, for Access Seeker to fulfill the Order for

Infrastructure Sharing and perform operations or maintenance activities.

If VALSER TELCO’s employees and / or contractors enter the network facilities

with an escort, VALSER TELCO may request Assess Seeker, its nominated

employees and / or contractors to enter the site with escort too.

Assess Seeker shall provide 2 business days’ notice for manned sites and 5 business

days’ notice for unmanned site to VALSER TELCO if Assess Seeker intends to physical

access the network facilities for planned maintenance.

For planned and emergency maintenance at unmanned sites, VALSER TELCO’s

escort is allowed to have reasonable time (which include travel time) to arrive the

sites. If the VALSER TELCO’s escort fail to arrive within the reasonable time, the

Assess Seeker, its nominated employees and / or contractors to enter the site

without escort.

VALSER TELCO shall provide relevant utilities and ancillary services which are

within its control, or ensure that all necessary utilities and ancillary services, to

enable Assess Seeker to benefit during their access. The services include: access

of land, power (including back-up power), environmental service (heat, light,

ventilation, air conditioning, fire protection), security and site maintenance. The

costs shall be apportioned in fair and equitable principles between VALSER TELCO

and Access Seekers.

APPENDIX 1

ACCESS CHARGES

1. Subject to paragraphs (c) and (g) below, the following rates shall be utilized as indicative rates for access to the telecommunication towers to be granted to an Access Seeker to install its Equipment there at:-

Structure Type

1 way 2 way 3 way

West Malaysia

East Malaysia

West Malaysia

East Malaysia

West Malaysia

East Malaysia

Tower, 76m RM8,593.00 RM9,367.00 RM5,606.00 RM6,111.00 RM3,969.00 RM4,327.00



Monopole, 45m RM7,172.88 RM8,305.44 RM5,021.02 RM5,523.12 RM3,586.44 RM3,945.08

Monopole, 30m RM5,977.40 RM6,921.20 RM4,184.18 RM4,602.60 RM2,988.70 RM3,287.57

Monopole Tree, 45m

N/A N/A

N/A N/A N/A N/A

Monopole Tree, 30m

N/A N/A N/A N/A N/A N/A

Lamp Pole, 30m RM4,400.00 RM4,620.00 RM3,287.97 RM3,611.27 RM2,344.98 RM2,579.48

Notes: - In the event there are other telecommunication operator(s) sharing the Structure, there shall be a reduction of License Fees based on the table above depending on the number of sharers. This rate shall revert to the rate in accordance with the number of sharing telecommunication operator(s) should there be a reduction or increase in the number of telecommunication operators sharing the Structure.

Other Terms and Conditions

1. Land Rental Capping: RM2,500.00 per month

a. Any approved VO (subject to Digi’s approval) shall be paid by Digi in one-off

payment.

2. Standard configuration for Telco equipment:

a. 3 X RF Antennas;

b. 1 X 0.6 MW;

c. 3 RRUs (1 sets)

3. If install more than the above standard configuration, Digi shall pay the following

additional License Fees of RM500/pm for any additional RF Antenna or MW dish or 1

set of RRU (no charge if RRU is installed at the ground / floor space).

4. TNB/Electricity project cost up to RM10,000.00 shall be absorbed by NFP. Additional

cost shall be treated as VO/one-off payment.

Valser Telco Sdn Bhd (1215090-U)

Head Office: No. 7F-2, 7th Floor, Tower 1 @ PFCC, Jalan Puteri 1/2, Bandar Puteri, 7100 Puchong, Selangor – MALAYSIA _________________________________________________________________________________________________

Our Ref : Date :

Dear Sirs, LETTER OF OFFER (“LETTER”) FOR THE DEVELOPMENT OF TELECOMMUNICATION INFRASTRUCTURES AND OTHER RELATED WORKS FOR DIGI TELECOMMUNICATIONS SDN BHD (“DIGI”) (“CONTRACT”) Site LRD – _______________________________________________________________________________ We refer to the above and pleased to award you the abovementioned Contract subject but not limited to the following terms and conditions:-

1. Site / Location : Please refer to Appendix 1

2. Structure : Please refer to Appendix 1

3. Licensor : Valser Telco Sdn Bhd

4. Licensee :

5. Scope of Work : The summary of the Scope of Works is including but not limited to the following:

(i) Site acquisition;

(ii) Tenancy matters with landlords / building owner including payment of site rental;

(iii) Construction and complete of the Structure & accessories (CME) at its own cost. Please refer to Appendix 2

(iv) Application and obtaining approval from relevant Local Authorities for network infrastructure and payment of annual permit fees and including securing all the necessary renewal for the permit;

(v) Site Acceptance and Handover;

(vi) Public Liability Insurance;

(vii) Site management and maintenance there of.

6. License Fee(s) : The License Fee shall be as per Appendix 1.as follows:-

(a) 1st to 7th years – Please refer to Appendix 1 (the “Existing License Fee”)

(b) 8th – 10th years – 25% discount based on the relevant Existing License Fee

(c) 11th years onwards – subject to both parties agreement

6A GST : (1) All fees or amounts payable under are exclusive of GST on the License Fee and other supplies made under this Letter of Offer to the extent that they are taxable supplies within the meaning of the law

applying to GST. “GST” means any goods and services tax that may be imposed under any law in Malaysia after the date of this Letter of Offer;

(2) If Licensor makes a supply under or in connection with this Letter of Offer in respect of which GST is payable, Licensee must pay to the Licensor, an additional amount equal to the GST payable on the supply (“GST Amount”) provided that the Licensor :-

(a) is duly licensed by the relevant government entity to collect GST;

(b) provide a tax invoice which complies with the law applicable to GST to enable Licensee to claim an input tax credit; and

(c) provide to Licensee information or documents that may be required to establish the liability for GST or to claim an input tax credit under the law applicable to GST.

(3) If a Party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then increased in accordance with Sub-clause 2 above.

(4) If a payment is calculated by reference to or as a percentage of another amount, that payment will be calculated by reference to or as a specified percentage of the amount exclusive of GST.

(5) Adjustments:

(i) If the GST payable by Licensor on any supply made under or in connection with this Letter of Offer varies from the GST Amount paid or payable by Licensee under Sub-clause 2 such that a further amount of GST is payable in relation to the supply or a refund or credit of GST obtained in relation to the supply, then the Licensor will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from the Licensee ;

(ii) Any payment, credit or refund under this Sub-clause 5 is deemed to be a payment, credit or refund of the GST Amount payable under sub-clause 2;

(iii) If an adjustment event occurs in relation to a supply, Licensor must issue an adjustment note to Licensee in relation to that supply within ten (10) business days after becoming aware of the adjustment.

(6) A Party need not make a payment for a taxable supply made under or in connection with this Letter of Offer until it receives a tax invoice for the supply to which the payment relates.

7. Electricity Charges : The Licensee shall pay a fixed rate of RM500 per month for electricity usage. Both parties shall conduct a reconciliation of the actual usage of electricity and the month electricity fees paid, every six (6) months. If the utilisation figure exceeds the monthly amount paid, the excess figure shall

be claimable by the Licensor.

8. Security Deposit : Three (3) months License Fee

The Security Deposit is payable within 30 days from the date of this Letter the due observance and performance by the Licensee. The Security Deposit shall not be deemed as payment of License Fee and the same shall be returned to the Licensee in full and free of interest on the expiry or early termination of this Letter.

9. Duration of Tenancy/ license : Ten (10) years from the Handover Date (‘Initial Term”) with an option to renew for a further five (5) years period or any such other period as the parties may agree in writing on the same terms and conditions unless otherwise agreed by the parties in writing (“Renewed Term”).

(the Initial Term and Renewed Term shall hereinafter referred as the “Term”)

10. Refund of Security Deposit : Upon the expiry of the Term or effective date of termination (as the case maybe), the Licensee may set-off the Security Deposit against any outstanding License Fee payment (if there is any License Fee due and owing to the Licensor) and / or Licensor to refund the Security Deposit to the Licensee within thirty (30) days from the expiry of the Term and / or the early termination of this Letter.

11. Handover Date & Penalty for Delay

: (a) The Licensor shall hand over the Site and the infrastructure thereon to the Licensee in accordance with this Letter and / or the Definitive Agreement on the Handover Date.

For the purpose of this Letter, the “Handover Date” shall be ninety (90) days from the date the Licensee accepts this Letter or any earlier date to be determined by the Licensee.

(b) On the Handover Date, the Licensor shall amongst others ensure that the Site is completed for handover together with power supply as required by the Licensee, failing which the Licensee shall have the right to refuse and / or defer the acceptance of the Site on the Handover Date.

(c) In the event that the Licensor fails or foresee that it will fail to deliver the Site and the infrastructure thereon on the Handover Date not due to the default of the Licensor (including unable to obtain the relevant authorities approval and / or factors not within the control of the Licensor), the Licensor shall promptly notify the Licensee in writing the cause of the delay and the appropriate measures taken to minimize the delay. Both parties shall mutually agree to an extension of the Handover Date in such event there (the “Extended Handover Date”).

(c) If the Licensor unable to deliver the Site and the infrastructure thereon on the Handover Date due to an act or omission of the License, its sub-contractors or agents and without any justifiable reasons to the Licensees, the Licensor shall pay the Licensee as agreed liquidated damages in the sum of Ringgit One Thousand (RM1,000.00) per day, subject to a maximum of Ringgit Malaysia Fifteen Thousand

(RM15,000.00).

Notwithstanding Items (b) and (c) above, the Licensee reserves the right to terminate this Letter with immediate effect if the Handover Date is delayed for more than one hundred and five (105) days by giving written notice to the Licensor without any costs and / or penalty to the Licensee.

12. License Fee payment Commencement

: The License Fee shall be payable upon the Handover Date.

In the event the Handover Date does not fall on the (1st) day of the calendar month, the Rental/License Fee for that calendar month shall be pro-rated accordingly.

13 Security/Insurance : Licensee shall fully insure the Equipment and responsible for the safety with regards to the Equipment throughout the License Period whilst Licensor shall fully insure the Site and Structure and responsible for the safety of the Structure.

“Equipment” shall mean the telecommunications equipment of the Licensee which includes but is not limited outdoor radio equipment with shelter, cabin or outdoor unit, antenna system and its related mechanical such as remote radio unit (RRU), electronic and electrical system as well as fibre infrastructures including but is not limited to duct(s), sub-duct(s), manholes, active equipment and fibre optic cables;

14. Vandalism : Licensor shall be responsible to rectify the facilities provided in the event of vandalism within seven (7) days from the date of notification by the Licensee.

15. Approval from Relevant Authorities

: The Licensor shall obtain all necessary approvals from the relevant authorities for the Equipment installation process at the Site and the related infrastructure and the Licensee to assist on the preparation of the required supporting documents related to the said Site.

The total annual renewal fees for any licenses or permits (including OSA fees / License Fees / Permit fees) to relevant authorities for renewal shall be limited to RM 2,500.00 for the Licensor per annum. Any payment beyond the above amount shall be claimable from the licensee(s) with proof of receipt. In the case where there are more than one Licensee sharing, the amount shall be divided equally and reimburse to Licensor accordingly.

16. Licensor’s Representations and Warranties

: The Licensor represents and warrants shall include but not limited, that:-

(1) the Licensor is licensed under the Communications and Multimedia Act 1998 to own and provide the Structure and has made the necessary application with the relevant authorities to apply for the relevant license for the purpose of owning and/or providing network facilities limited to the Structure.

(2) it shall be responsible for the maintenance and upkeep of the Site and Structure;

(3) it has or will acquire the necessary consent from the land owner of the Site and / or relevant authority governing the Site to enable it to perform the obligations under this Letter and to secure the renewal thereof;

(4) it shall ensure the Structure shall meet the technical specifications as set out in Annex 2 (Technical

Specifications) and will be fit for the purpose for which they are intended to be used under this Letter and also to provide PE report;

(5) it shall pay for all the rental due and owing to the owner of the Site and all costs in relation to the application and maintaining the relevant approvals and / or permits for the purpose of this Letter;

(6) after the Handover Date, upon notification by the Licensee, the Licensor shall promptly investigate the cause of any defects to the Structure on the Site and shall repair, modify and / or replace the Structure to the Licensee’s satisfaction and within the time period as set out by the Licensee.

17. Parties’ Obligations : The Parties obligation shall be as set out in Annex 3 (Responsibility Matrix).

18. Variation : (1) In the event the Licensor is of the opinion that there is necessity to vary the scope as set out in the Scope of Work and / or Annex 2 (Scope of Work) submitted by the Licensee, the Licensor shall provide the Licensee with written particulars of any such proposed variations particularly the specifications involved and the potential costs thereof (the “Proposed Variation”).

(2) The Licensor shall not commence any work for the Proposed Variation until the Licensee has approved the Proposed Variation in writing.

19. Replacement Site : (1) If the Structure in any of the Site needs to be dismantled due to Licensor’s failure to obtain approval and / or renewal from the relevant authorities and / or owners of the Site, then the Licensor shall propose to the Licensee an alternative site as a replacement site.

(2) If agreeable by the Licensee, the Licensor shall commence the relocation in accordance with the duration agreed by the Licensee.

(3) All costs to re-locate to the replacement site including all costs and expenses incurred by the Licensee arising from such relocation shall be borne by the Licensor.

20. Fibre Optic facility : (a) In addition to the rights of Licensee to use the Structure for the installation and operation of its Equipment, Licensee reserves the rights to add and install Fibre Optic Facility at the Structure at Licensee’s own cost. Licensor shall not impose any fee/additional fee to Licensee for such installation.

(b) Licensee shall obtain all necessary approval from the registered proprietor(s) and the relevant Authorities and the legal rights required including right of way for Licensee to exercise its rights under sub-clause (a) above.

(c) “Fibre Optic facility” means any duct-ways, sub-ducts, dark-fibre or fibre optic cables, used either individually, in combination or collectively, as a medium of transmission.

(d) The Fibre Optic Facility may be provided by Licensee

or any other third party provider appointed by Licensee. In the event that the Fibre Optic Facility at the Site is provided by Licensor and paid through a leasing or other commercial arrangement with the Licensee, notwithstanding sub-clause (a) above, the Licensor shall bear all costs related to the Fibre Optic Facility at the Structure (including but not limited to approvals, installation, maintenance etc).

(e) Licensee shall indemnify and keep Licensor indemnified against all actions, claims, costs, charges, expenses proceedings and demands arising directly from the installation of fibre optic.

21. Indemnity : Notwithstanding anything to the contrary herein contained, the Licensor shall be liable for, and shall indemnify the Licensee against any expense, liability, loss, claim or proceeding, judgment, penalty, or fine alleged by any third party (including without limitation, any private party or governmental entity) whatsoever, whether arising under any statue or common law arising out of or in connection with this Letter, in respect of injury (including death) or damage to any person or property (including third party and third party property), due to the acts and/or omission whether negligence or wilful or otherwise of the Licensor, its employees or agents or any of its sub-contractors, its employees or agents or any other operators duly licensed and for any other persons authorized to occupy the Site or used the Structure for that Site.

22. Termination : (a) Unless otherwise provided in this Letter, neither party shall be entitled to terminate this Letter during the Initial Term.

(b) This Letter may be terminated upon the occurrence of the following during the Term:-:

(i) the Structure and / or the Site is destroyed or damaged by fire or any other cause so as to be unfit for occupation and use without the fault, negligence or omission on the part of the Licensor; or

(ii) the required approvals for the installation of the Licensee’s Equipment or the continuous use of the Structure cannot be obtained or are otherwise restricted in any way (whether temporarily or otherwise) either by law, order, ordinance, or regulation applicable in Malaysia; or

(iii) any buildings, structures or works of any nature or kind whatsoever are erected in the vicinity of the Site and the Structure thereon which screen, shield or interfere with the signals transmitted or received by the Licensee’s Equipment; or

(iv) the landlord or legal/beneficial owner of the Site revokes or withdraws the consent stipulated in clause 19 or terminates the tenancy agreement; or

(v) any restriction, prohibition and/or obstruction to the Licensee installation of the Licensee’s Equipment on the Structure; and/or access

road to the Site and the Licensor unable to rectify the same seven (7) days after notice to remedy is issued to the Licensor by the Licensee; or

(vi) the Licensor commits a material breach to this Letter and does not remedy such breach thirty (30) days after the notice to remedy is issued to the Licensor by the Licensee,

then, either party may by giving fourteen (14) days’ notice in writing to the other party, to determine this Letter and upon such notice being given, the Initial Term hereby created shall absolutely cease and determine save for the rights of either party to claim from the other in respect of any antecedent breach of any terms or condition herein contained.

(b) During the Renewed Term, either party shall only be entitled to terminate the Contract created by giving the other three (3) months prior notice in writing.

23. Force Majeure : Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Contract if such delay is due to Force Majeure. For the purpose of this Letter, "Force Majeure" means, in relation to any party, any act, event or circumstance, the cause of which is not of such party's making nor within that party's reasonable control, which are not foreseeable and could not have been guarded against or such occurrence which have not been predisposed in Malaysia which shall include but not limited to act of God, explosion, flood, lightning, tempest, fire or accident, war, riot and / or commotion.

In the event either party is prevented from fulfilling any of their obligations due to any events of Force Majeure for a continuous period exceeding three (3) months, then unless both parties mutually agree otherwise in writing, this Letter shall be deemed terminated.

24. Consent/Assignment : (a) The Licensor shall obtain and provide the necessary letter of consent from the landlord or legal/beneficial owner of the property in which the Site is located to permit ready and unconditional entry 24 hours (including Saturday, Sunday and / or any public holidays) of the Licensor and the Licensee (including its authorised servants/agents/ contractors) to the Site for the installation, maintenance, upgrading or replacement of the Licensee’s Equipment and all works related thereto Without prejudice to any other rights and / or remedies of the Licensee under this Letter and / or at law, if the Licensee is prohibited from entering the Site save for Licensee’s default or breach, all costs and expenses incurred by the Licensee resulting therefrom shall be borne solely by the Licensor and / or the Licensee may terminate this Letter without any compensation to the Licensor.

(b) The Licensor shall permit the Licensee, at any time and without the prior written consent of Facilities Provider, to assign this Letter to the Licensee’s Affiliate from time to time by giving prior written notice to the Licensor.

“Affiliate” shall mean an entity, whether incorporated

or not, that is controlled by or under common control with Digi, and “control” (or variants of it) shall mean the ability whether directly or indirectly to direct the affairs of another by means of ownership, contract or otherwise.

(c) The Licensor represents and warrants that it has or will acquire good and sufficient title to the Site and infrastructure and every part thereof to enable it to perform its obligations under this Letter.

25. Obligation to Pay and Payment Details

: Digi shall pay the Rental/Licence Fee to the Facilities Provider sixty (60) days from the invoice date. The invoice must be supported by Handover certificate signoff by Digi.

All payments shall be remitted within thirty (30) days of each calendar month to Licensor’s account as follow:

Name: Valser Telco Sdn Bhd Name of Bank: CIMB Bank Address of Bank: Taman Semarak Nilai, Negeri Sembilan Account No: 8008500121

For the avoidance of doubt, the Licensor shall issue to the Licensee monthly invoice within 14 days after the end of the relevant month for the relevant month License Fee.

26 Sharing Party : The Licensor shall notify the Licensee before any new operator/ sharer co-locate the site and thereafter the Licence Fee shall be adjusted in accordance with Appendix 1 (Details of Facilities and License Fee) effective from the date of approval.

27. Master License Agreement : The Parties shall enter into a Master License Agreement within 6 months from the date of this Letter of Offer.

This Letter shall be the governing documents for the parties until the Master License Agreement is signed between the parties.

28. Governing Law and Dispute Resolution

: This Letter of Offer shall be governed by and construed in accordance with the laws of Malaysia.

All disputes which cannot be resolved amicably under this Letter of Offer shall be referred to arbitration under the rules of the Kuala Lumpur Regional Centre for Arbitration (“KLRCA”). The Parties agree that the arbitration referred to herein shall be conducted and settled in Kuala Lumpur by KLRCA before one (1) arbitrator in the English language. The Parties agree that one (1) arbitrator shall be appointed by mutual agreement of the Parties to resolve the dispute. Where the Parties fail to appoint the arbitrator by mutual agreement, then any Party may apply to the KLRCA to appoint the arbitrator and such arbitrator so appointed shall by virtue of this Letter be deemed to be appointed with the agreement and consent of the Parties. The award and findings of the arbitrator shall be final and binding upon the Parties hereto. The costs of such arbitration shall form part of any award.

Nothing in the above shall preclude either Party from commencing legal proceedings before a court of competent jurisdiction to seek urgent equitable relief preserve any legal right or remedy.

29. Stamp Duty and Cost : The stamp duty for this Letter shall be borne by the Licensee.

The Parties shall bear their own legal costs relating to the preparation and the execution of this Letter and Master License Agreement.

This Letter is sent to you in two (2) originals and you are required to accept the terms and conditions of this Letter unconditionally and return one (1) stamped originals to our office together with additional supporting documents (if any) within seven (7) days from the date of this Letter, failing which, the offer shall lapsed with immediate effect without further notice.

Thank you, Yours sincerely, For VALSER TELCO SDN BHD …………………………………………..

ZARINA ISMAIL

ACCEPTANCE

LETTER OF OFFER (“LETTER”) FOR THE DEVELOPMENT OF TELECOMMUNICATION INFRASTRUCTURES AND OTHER RELATED WORKS FOR ___________________(“CONTRACT”)

We, the undersigned acting in full capacity of ________________________ do hereby * agree / do not agree to accept the offer made by Valser Telco Sdn Bhd as per the terms and conditions stipulated in this Letter. Signed by : For and on behalf Name : NRIC No. : Date : Company’s Stamp : Witnessed by ; Signed : Name : NRIC No. : Date :

APPENDIX: 1 – Details of Facilities and License Fee

Rental Schedule

Structure Type (Height)

3 Meter Bipod Rooftop

1W 2W 3W

Notes: - In the event there are other telecommunication operator(s) sharing the Structure, there shall be a reduction of License Fees based on the table above depending on the number of sharers. This rate shall revert to the rate in accordance with the number of sharing telecommunication operator(s) should there be a reduction or increase in the number of telecommunication operators sharing the Structure.

Other Terms and Conditions

5. Land Rental Capping: RM2,500.00 per month

a. Any approved VO (subject to Digi’s approval) shall be paid by Digi in one-off

payment.

6. Standard configuration for Telco equipment:

a. 3 X RF Antennas;

b. 1 X 0.6 MW;

c. 3 RRUs (1 sets)

7. If install more than the above standard configuration, Digi shall pay the following

additional License Fees of RM500/pm for any additional RF Antenna or MW dish or 1

set of RRU (no charge if RRU is installed at the ground / floor space).

8. TNB/Electricity project cost up to RM10,000.00 shall be absorbed by NFP. Additional

cost shall be treated as VO/one-off payment.

No Site Name Region Structure (Height /

Type) Latitude Longitude Rental * (RM/month)

1

APPENDIX: 2 – Scope of Works (Full Turnkey Concept) Scope of works for Infrastructure & Accessories (CME) 1. Structure types:-

As per Appendix 1 Detail specifications of the proposed structures as attached.

2. Equipment plinth

3. The structure shall be capable to support 3 nos of RF antennas 1 dish and 3 RRU.

4. Facility Provider shall ensure power supply to site.

5. A grounding reading of not less than 5 ohms for vacant land structure.

6. Provision of trench and ducting (landsite) / cable ladder / cable tray (rooftop) for feeder cable

from plinth to structure.

7. Site housekeeping and site access.

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