Exhibit 10.2


 


BENEFICIAL SHAREHOLDING AGREEMENT


 


THIS BENEFICIAL SHAREHOLDING
AGREEMENT (this “Agreement”) is entered into and made effective as of November 10, 2020 (the “Effective
Date”), by and between KOK PIN TAN, a Malaysian citizen (NRIC: 831013-08-5689) (“Tan”), with an address
of No. 30, JLN Setia Impian U13/4L Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor, Malaysia, and TEO CHONG CHAN, a Malaysian
citizen (NRIC: 830616-06-5113) (“Chan”), with an address of No. 73, Jalan USJ 13/4, 47620 Subang Jaya, Selangor,
Malaysia.


 


RECITALS 


 


WHEREAS, Tan would like
Chan to hold ordinary shares of Gem (the “Shares”) on his behalf, and Chan is willing to hold the Shares on
Tan’s behalf, upon the terms and subject to the conditions set forth in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises, and of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.       Beneficial
Holding. Chan hereby agrees (i) to hold all of the Shares in equal amounts to the current shareholders of Gem, (ii) any Shares
held by him shall be for the sole benefit of Tan, (iii) he will not vote or dispose of the Shares except under the instruction
of Tan and (iv) to vote to cause Gem to issue additional Shares at the instruction of Tan.


 


2.       Consideration
to Chan. In consideration of Chan’s agreements set forth in Section 1, Tan will cause Chan to receive equity in a company
yet to be determined.


 


3.       Term.
The term of this Agreement shall begin on the Effective Date and continue until terminated by Tan.


 


4.       Amendment;
Waivers. This Agreement may not be amended except by a writing signed by all the parties hereto. The waiver by a party hereto
of a breach of, or a default under, any of the provisions hereof, or to exercise any right or privilege hereunder, shall not be
construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights, or
privileges hereunder.


 


5.       Governing
Law. This Agreement will be interpreted, and the rights of the parties hereto will be determined, under the laws of Malaysia
without regard to conflict of laws.


 


6.       Notices.
Any notice, request, instruction, or other document to be given hereunder by any party to the others shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid, or by facsimile to such other persons or addresses as may
be designated in writing by the party to receive such notice.


 




    	 	 	 



     


    




 


7.       Entire
Agreement. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both
written and oral, among the parties hereto with respect to the subject matter hereof.


 


8.       Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability or the other provisions hereof.


 


9.       Assignment.
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, legal
representatives, and permitted assigns. The parties may not directly or indirectly assign any of its rights or delegate any of
its obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other parties.


 


10.       Counterparts.
This Agreement may be executed in any number of counterparts, each such counterpart (including any facsimile or electronic document
transmission of such counterpart) being deemed to be an original instrument, and all such counterparts shall together constitute
the same agreement.


 


[Signature page follows]


 




    	 	2	 



     


    




 


IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered by the parties hereto as of the date first written above. 


 


	 	TAN
	 	 
	 	/s/ Kok Pin Tan
	 	Kok Pin Tan, a Malaysian citizen
	 	 
	 	CHAN
	 	 
	 	/s/ Teo Chong Chan
	 	Teo Chong Chan, a Malaysian citizen


 


Signature Page to Beneficial Shareholding
Agreement (Chan)