J OINT V ENTURE A GREEMENT

THIS AGREEMENT is made on the day 19TH of October and year 2011 .

BETWEEN

MRR ENTERPRISE (BUSINESS REGISTRATION NO.: ) established in

Malaysia and having its registered address at No. C2-3-4, Kompleks tun Razak, Jalan
Penang , 10000 Penang (hereinafter referred to as the “said Party 1”) of the first
part;

AND
TJJR DIVERSIFIED (M) SDN BHD (COMPANY REGISTRATION NO.: )
a private limited company established in Malaysia under the Company Act 1965 and
having its registered address at C1-25-18 Neo Damansara, Jalan PJU 8/1, Damansara
Perdana, 47820 Petaling Jaya , Selangor Darul Ehsan (hereinafter referred to as the “
said Party 2”) of the second part.

WHEREAS:-
A. Party 1 has been awarded vide letter with the reference no TITMSB/LOA-
01/MRR-REV0/2017 dated 18/12/2017 by M/S Troy Information
Technology Malaysia Sdn Bhd (Company Registration No.: 118752-U ) as
Main Contractor “(hereinafter referred to as “the said Letter of
Award”)to undertake a project known as “ THE DEVELOPMENT AND
INSTALLATION OF TELECOMMUNICATIONS TOWERS “for the
amount of RM 125,000,000-00 ( Ringgit Malaysia : One Hundred Twenty
Five Million Only) (hereinafter referred to as “the said Project”).

B. Party 1 has the capability in term of knowledge and expertise to

undertake the said Project independently but in the same time needs the

1
 fund for fulfilment the requirement of the said Letter of Award i.e the
Performance Bond for a sum of RM 12,500,000-00 ( Ringgit Malaysia :
Twelve Million Five Hundred Thousand Only ) and a sum of RM
12,000,000-00 ( Ringgit Malaysia : Twelve Million Only ) being the
payment of injection capital (hereinafter referred to as “the said Fund”)

C. Party 2 upon the request of Party 1, has agreed to venture together with
Party 1 by providing the said Fund for the completion of the said Project
but subject to the terms and conditions herein contained.

WHEREAS NOW IT IS AGREED AS FOLLOWS :-

1. DEFINITIONS AND INTERPRETATIONS

1.1 In this Agreement unless the context otherwise requires:-

“Commencement means the date of commencement of

Date” works of the Project

“Duration of means the time of the performance of

Agreement” this Agreement until the completion of
the Project

“Government means any payment paid directly to the

Charges or Fees” government such as stamp duty, licence
fee, assessments, cost and any other cost
related thereto.

“the Agreement” means this Agreement between Party 1

and Party 2 mentioned above.

2
 1.2 Reference to any statute or statutory provision includes a reference to that
statute or statutory provisions as from time to time amended or re-
enacted.

1.3 Words importing the singular number shall include the plural and vice versa
and words importing the masculine shall include the feminine and neuter
and vice versa. Words importing a person shall include bodies corporate,
unincorporated associations and partnership.

1.4 The headings to the clauses and paragraphs are inserted for ease of
reference only and shall not effect the interpretation or construction of
this Agreement.

1.5 The Letter Award ( if any) annexed to this Agreement shall be construed as
part of this Agreement.

1.6 Reference to any agreement or instrument shall include references to such

agreement or instrument as amended, novated , supplemented, varies or
replaced from time to time.

1.7 References to any party to this Agreement or any other agreement or

instrument shall include the party’s successors and permitted assigns.

2. ARRANGEMENT OF THE BUSINESS VENTURE

2.1 Party 1 shall fulfil the requirement under the said Letter of Award which
also wiyhin the knowledge of Party 2 i.e by providing the performance
bond under the Clause 9 .
2.2 Party 2 agrees to fully undertake the operation for the above Project by
providing as requested by Party 1 in pursuant of the said Letter of Award
and injection of capital whichever is suitable and applicable for

3
 implementing the said project subject to the requirement of this
Agreement .

2.3 Party 2 agrees that they have inspected the Letter of Award issued by M/S
Troy Information Technology Malaysia Sdn Bhd (Company Registration
No.: 118752-U ) and the approval from the appropriate Authorities.

3. MEASUREMENT AND MODES OF PAYMENT

The payment of the performance bond for the said project shall be made in
accordance of the Clause 10 of the said Letter of Award .

4. COMMENCEMENT OF WORKS
Party 1 shall be granted to commence the Project upon the issuance of the
official instruction in the form of Purchase Order (P.O) or Work Order (W.O) and
the completion of the said P.O and /or W.O shall be within 90 days .

5. OBLIGATIONS OF PARTIES
5.1 Party 1 is obliged to maintain and preserve the terms and conditions of
the said Letter of Award so that the award shall not be amended
,terminated or nullified where as Party 2 shall provide and make the said
fund available upon the execution of the Agreement.

5.2 Both parties shall adhere strictly all conditions of the Letter of Award and
approval issued by Authorities.

5.2 to be insured for any operational and performance liability and against any
third party claims and such coverage shall be valid during the subsistence
of this Agreement ( if applicable) .

4
6. DESIGNATED ACCOUNT
All the payment received in pursuant of this Agreement to be deposited in the
account as particular below: -

Account Holder :
Account No. :
Bank :
Address :

All payment shall be deposited into the above account particulars above failing
which may make such payment is not accounted and may be regarded as null and void
unless there is the instruction from either parties in writing .

7. THE PAYMENT SCHEDULE

Party 1 hereby agree and undertakes to make payment available to Party 2 as

follows :-

a) The sum of RM 24,500,000-00 ( Ringgit Malaysia : Twenty Four Million Five

Hundred Thousand Only)being payment of principal investment amount ;
b) The sum of RM 1,225,000-00 ( Ringgit Malaysia : One Million Two Hudred
Twenty Five Thousand only being the payment of administrative fee;
c) The sum of RM 10,500,000-00 ( Ringgit Malaysia : Ten Million Five Hundred
Thousand Only) being payment of 30% of the forecasted Gross Profit of RM
35,000,000-00 ( Ringgit Malaysia :Thirty Five Million Only)

8. WARRANTY
8.1 Both parties further covenant, undertake and represent on the following
declaration and warranties :-

5
 a) That no winding up proceeding have been commenced as at the date
hereof.

b) That no pending suit, legal proceeding or claims against Main

contractor which may effect the relationship with the Authorities .

c) Party 1 shall be performed on the best effort basis to secure all

authorization , approval, and/or permit.

d) That both parties have legal capacity to enter into the Agreement.

e) That the Party 1 has the particular skills, experiences and knowledge
to undertake the various tasks and fulfill the terms and the conditions
of this Agreement.

9. DEFAULT
9.1 Without prejudice to any other right or remedies which the party may
possess, in the event of the defaulting party fail to comply with any of its
covenants, warranties and obligations under the provision of this
Agreement then another party may give defaulting party a notice
specifying the default. If the default continues by more than Fourteen
(14) Days after receipt of such notice or shall at any time thereafter
repeat such default (whether previously repeated or not) then another
party may within Fourteen (14) Days after such continuance or
repetition by notice forthwith determine this Agreement PROVIDED THAT
such notice shall not be given unreasonably or vexatiously . Upon the
determination of this Agreement the Party shall be entitled to claim such
damages or remedies as according to the law.

6
 9.2 In the event of either party making a composition or agreement with its
creditors or having a winding up order made or (except for the purpose of
amalgamation or reconstruction) a resolution for voluntary winding up
passed or having a provisional liquidator receiver or manager of its
business or undertaking duly appointed or having an administrative
receiver appointed or having possession taken, by or an behalf of the
holders of any debentures secured by a floating charge of any property
comprised in or subject to the floating charge this Agreement shall
forthwith automatically determine but may be reinstated and continued if
Main Contractor or Sub Contractor and its liquidator provisional liquidator
receiver or manager thinks it is fit and suitable.

10. NOTICES
A. Any notice required to be served by the parties hereto shall be in writing
and shall be delivered by registered post recorded delivery post or by
telex or cable or facsimile or email to the other party and shall be
addressed to the party at its address specified herein and/or such other
address(es) as one party may have designated by notice to the other
party hereto as follows:-

PARTY 1
MRR ENTERPRISE
(BUSINESS REGISTRATION NO.: )
Attention : MOHD RACHMAT BIN MOHD ROSS

Address : No. C2-3-4, Kompleks tun Razak,

Jalan Penang , 10000 Penang
Tel :
Fax :
E-mail :

7
PARTY 2
TJJR DIVERSIFIED (M) SDN BHD
(COMPANY REGISTRATION NO.: )

Attention : 1. DATO’ AZHARY RAMLY and

2. AZLAN SHAH BIN MD RADZI

Address : C1-25-18 Neo Damansara,

Jalan PJU 8/1, Damansara Perdana,
47820 Petaling Jaya ,
Selangor Darul Ehsan
Tel :
Fax :
Mobile Phone :
E-mail :

(B) and unless otherwise specified herein, the notice shall be deemed
to have been received seventy two (72) hours after the same being
duly deposited in the post office (in the case of a notice by
registered post or recorded delivery post); or

(C) on the business day next following the day upon which it was duly
transmitted (in the case of a notice by telex or cable); or

(D) at the time of transmission to be confirmed in writing (in the case

of a notice by facsimile).

8
11. INDEMNITY
Both parties shall be liable for and shall indemnify each other against any
damage, claim, expenses, liability, loss or proceedings whatsoever arising from
the acts and omissions of either party under this Agreement.

12. PERFORMANCE
This Agreement shall only be discharged by performance.

13. ASSIGNMENT
Both parties shall not assign any of their rights titles interests and obligations
under this Agreement to any person or company without the prior written
consent from each other.

14. ARBITRATION
All disputes differences and questions which may arise at any time hereafter
between parties hereto regarding the true construction and interpretation of this
Agreement or as to the rights and liabilities of the parties shall be referred to the
decision of a single arbitrator in Malaysia to be agreed upon between the parties
or failing agreement to be appointed upon the application of either party to the
High Court at Selangor and such arbitration is to be in accordance with the
Malaysia Arbitration Act 1952 (Revised 1972) or any modifications or re-
enactment thereto for the time being in force. The arbitration proceedings shall
be held in Kuala Lumpur and shall be conducted in the English language. The
decision of the arbitrator shall be final and binding on the parties.

15. WAIVER
The failure by either party to enforce at any time or for any period any one or
more of the terms or conditions of this Agreement shall not be a waiver of them
or of the right at any time subsequently to enforce all terms and conditions of
this Agreement.

9
16. TIME
Time shall be the essence in relation to all the provisions of this Agreement.

17. LAW
This Agreement shall be governed by and construed in accordance with the laws
of Malaysia.

18. APPORTIONMENT OF TAXES

This Agreement shall not be construed as a partnership agreement between the
parties and each party shall pay their own respective income tax, real property
gains tax or any other taxes or charges arising from this Agreement.

19. SEVERABILITY
If any terms or provision of this Agreement is declared by any judicial or other
competent authority to be void voidable illegal or otherwise unenforceable or
indications to that effect are received by either of the parties from any relevant
authority, the parties shall amend that tremor provision in such reasonable
manner so as to achieve the intention of the parties without illegality and the
remaining provisions of this Agreement shall remain in full force and effect.

20. STAMP DUTY, COSTS AND EXPENSES

20.1 All stamp duty payable in respect of the preparation and execution of this
Agreement shall be borne by Party 1 but all necessary legal costs,
solicitors’ fees in respect of the preparation and execution of this
Agreement shall be borne by each parties to their respective solicitors.

20.2 It is hereby expressly agreed by the Parties that the execution of this
Agreement shall be subject to the settlement of all stamp duties, all
necessary legal cost and solicitor’s fees pursuant to clause 20.1 above.

10
21. CONFIDENTIALITY

The parties hereto undertake to each other not to reveal, disclose, communicate
and to publish to any person or company any information concerning this
Agreement unless agreed to in writing by the other party .

22. VARIATION OF AGREEMENT

This Agreement may be varied by agreement between the Parties. All such
variations shall be in writing signed by the duly authorised representatives of the
Parties.

23. FORCE MAJEURE

The failure or delay on either of the parties hereto to perform any obligation
under this Agreement solely by reason of acts of God, riots, wars embargoes,
strikes, lockout, accidents or other causes beyond its control (Force Majeure)
shall not be deemed to be a breach of this Agreement, provided however, that
the party so prevented from complying herewith shall have used reasonable
diligence to avoid such events of Force Majeure and ameliorate its effects, fully
as possible with the terms of this Agreement. Except where the nature of the
event shall prevent it from doing so, the party suffering such Force Majeure shall
notify the other party in writing within Fourteen (14) Days after the
occurrence of such Force Majeure and shall in every instance, to the extent
reasonable and lawful under the circumstances, use its best efforts to remove or
remedy such cause with all reasonable time.

11
24. MUTUAL INTENTION

The parties hereto recognize and accept that it is impracticable to provide herein
for every contingency that may arise in the course of the performance of the
terms and conditions contained in this Agreement or in the execution and/or
interpretation of the provisions of this Agreement and accordingly they hereby
declare it to be their mutual intention that in all cases each of them shall use
their best endeavour to ensure that this Agreement shall operate as between
themselves fairly and equitably and shall enter into supplementary agreements
in the event that there shall be any variations of any provisions herein contained.

25. SUCCESSORS-IN-TITLE

This Agreement shall be binding upon the heirs, estates, legal or personal
representatives, persons deriving title there under, successors-in-title and
permitted assigns of them Party 1 and upon the persons deriving title
thereunder, the successors-in-title and permitted assigns of the Party 2.

26. ENTIRE AGREEMENT

This Agreement, Appendices, Attachments and Schedules hereto form an
essential and integral part of this Agreement.

12
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first above written.

The Common Seal of )

MRR ENTERPRISE )
(BUSINESS )
REGISTRATION NO.: ) )
has been hereunto affixed ) .....................................................
Company Common Seal

...........................................................
MOHD RACHMAT BIN MOHD ROSS

The Common Seal of )

TJJR DIVERSIFIED (M) SDN BHD )
(COMPANY )
REGISTRATION NO.: ) )

has been hereunto affixed ) .....................................................

Company Common Seal

.......................................................... ......................................................
Director Director

DATO’ AZHARY RAMLY AZLAN SHAH BIN MD RADZI

13
 DATED THIS DAY OF , 2018

BETWEEN

MRR ENTERPRISE
(BUSINESS REGISTRATION NO.: )
(PARTY 1 )

&

TJJR DIVERSIFIED (M) SDN BHD

(COMPANY REGISTRATION NO.: ) )
(PARTY 2 )

*************************************************************

JOIN VENTURE AGREEMENT

*************************************************************
Prepared by :
TETUAN RIZAL & HAFEZ
PEGUAMBELA & PEGUAMCARA
NO. 7099, TINGKAT 2, JALAN BAGAN AJAM,
13000 BUTTERWORTH, PULAU PINANG
TEL: 04-324 7099 FAX: 04-324 7199
email: rizalhafez@yahoo.com
(Our Ref : RHB/CORPO-01(M.A.T )/18)

14