1.1 Option Price means RM4,000.00 per Option Share, or the maximum sum of RM4,000,000.00 being the aggregate option price payable by the Purchaser to the Grantors for the Purchase of all of the Option Shares;  

The definition of “Option Price” under clause 1.1 of the SSA shall be deleted in its entirety and replaced with a new defined term of “Option Price” as follows:

“Option Price means RM4,000.00 per Option Share, or the maximum sum of RM4,000,000.00 being the aggregate option price payable by the Purchaser to the Grantors in the manner set out in clause 13.3, for the purchase of all of the Option Shares;”

13.3  Manner of satisfaction of Option Price

The Purchaser or its nominee (as the case may be) shall, within the date falling fourteen (14) Business Days after the giving of an Option Notice (“Option Completion Date”), pay to the Grantors the Option Price based on the respective proportions of the Grantors’ shareholding percentages in Headline Media as follows, following which the completion process shall be in accordance with the SSA:

Clause 13.3 of the SSA shall be deleted in its entirety and replaced with the following new clause 13.3:

“(a) In the event the Purchaser exercises its right to acquire all the Option Shares from the Grantors, the Purchaser or its nominee (as the case may be) shall pay to the Grantors the Option Price in the following manner:

1. within the Option Completion Date, a sum amounting to an aggregate of RM800,000.00, being 20% of the Option Price (First Tranche Option Price), based on the respective proportions of the Grantors’ shareholding percentages in the Company as set out in the table below, following which the completion of the sale and purchase of the Option Shares shall occur in accordance with clause 13.4; and
2. within twelve (12) months from the Option Completion Date, a sum amounting to an aggregate of RM3,200,000.00, being the remaining 80% of the Option Price (Final Tranche Option Price), based on the respective proportions of the Grantors’ shareholding percentages in the Company as set out in the same table below.

   Vendors	Number of Option Shares	Shareholding proportions (%)	First Tranche Option Price	Final Tranche Option Price
   TYA	312	15.6	RM249,600	RM998,400
   CJW	148	7.4	RM118,400	RM473,600
   DTYR	100	5.0	RM80,000	RM320,000
   ELSY	100	5.0	RM80,000	RM320,000
   SYYE	80	4.0	RM64,000	RM256,000
   DISB	260	13.0	RM208,000	RM832,000
   Total	1,000	50.0	RM800,000	RM3,200,000

(b) For the avoidance of doubt, if the Purchaser elects to exercise the Option only in part, the First Tranche Option Price and the Final Tranche Option Price shall be adjusted proportionately, based on the Option Price corresponding to the number of Option Shares actually acquired.

(c) In the event of any delay in the payment of the Final Tranche Option Price by the Purchaser or its nominee (as the case may be) in accordance with clauses 13.3(a) or 13.3(b) (as the case may be) above, the Purchaser shall be liable to pay to the Grantors, interest at the rate of 4% per annum, calculated on a daily basis, on the outstanding sum due and payable to the respective Grantors based on the number of Option Shares acquired, accruing from the due date until the date of actual payment.”

13.4 The Grantors shall complete the sale of the Option Shares in the following manner:

(a) The Grantors shall, simultaneously with the payment by the Purchaser of its nominee of the Option Price, deliver to the Purchaser or its nominee-

The phrase “Option Price” in clause 13.4(a) shall be replaced with a new phrase “First Tranche Option Price”, and accordingly, the first paragraph of clause 13.4(a) shall now read as follows:

“(a)   The Grantors shall, simultaneously with the payment by the Purchaser or its nominee of the First Tranche Option Price, deliver to the Purchaser or its nominee – ”

Schedule 7 Option Notice

Date:    [Insert date of notice]

From:   [Purchaser or its nominee]

             [address]

To:       [Grantors]

            [address]

1. General               

Any term used in this Option Notice which is defined in the Share Sale Agreement dated [**] (SSA) has the same meaning as that given in the SSA.

2. Exercise of option

I give notice that I wish to exercise the Option under clause 13.1 of the SSA with effect from the date of this Option Notice and require you to sell the following numbers of Option Shares to me or my nominee [**] (Company Registration No. [**]) in accordance with the terms and conditions of the SSA:

3. Irrevocable notice

This Option Notice is irrevocable and shall commit and bind me to purchase and bind you to sell the Option Shares stated above in accordance with the terms and conditions of the SSA.

Yours faithfully,

Amendment to Schedule 7

“Date:  [Insert date of notice]

From:  [Purchaser or its nominee]

             [address]

To:        [Grantors]

             [address]

1. General

Any term used in this Option Notice which is defined in the Share Sale Agreement dated [**] (SSA) has the same meaning as that given in the SSA.

2. Exercise of option

I give notice that I wish to exercise the Option under clause 13.1 of the SSA (as amended by the Supplemental Agreement dated [**] (Supplemental Agreement) with effect from the date of this Option Notice and require you to sell the following numbers of Option Shares to me, iMedia Asia Sdn. Bhd. [Company Registration No. 201701038242 (1252413-W)] in accordance with the terms and conditions of the SSA and the Supplemental Agreement:

3. Irrevocable notice

This Option Notice is irrevocable and shall commit and bind me to purchase and bind you to sell the Option Shares stated above in accordance with the terms and conditions of the SSA and the Supplemental Agreement.

Yours faithfully,