Exhibit 10.1 


 


BENEFICIAL SHAREHOLDING AGREEMENT


 


THIS BENEFICIAL SHAREHOLDING
AGREEMENT (this “Agreement”) is entered into and made effective as of June 5, 2017 (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, OOI JAU LONG, a Malaysian citizen
(NRIC: 820306-08-5945) (“Long”), with an address of No. 32, Jalan Perlis, Taman Rakyat, 34600 Kamunting, Perak,
Malaysia, and YU WENG LOK, a Malaysian citizen (NRIC: 790607-10-5175) (“Lok” and together with Long, the “Holders”),
with an address of No. 32, Jalan Setia Impian U13/6E, Setia Alam, 40170 Shah Alam, Selangor, Malaysia.


 


RECITALS 


 


WHEREAS, Tan is contemplating
the incorporation of a certain company to be named Gem Reward Sdn. Bhd. and incorporated in Malaysia (“Gem”),
and would like the Holders and possibly others to equally hold all of the ordinary shares of Gem (the “Shares”)
on his behalf, and the Holders are 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. The Holders hereby agree (i) to hold all of the Shares in equal amounts, (ii) any Shares held by them shall be for
the sole benefit of Tan, (iii) they will not vote or dispose of the Shares except under the instruction of Tan and (iv) to cause
Gem to issue additional Shares at the instruction of Tan.


 


2.       Consideration
to Chan. In consideration of the Holders’ agreements set forth in Section 1, Tan will cause the Holders 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]


 




    	 		



     


    

 


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
	 	 
	 	LONG
	 	 
	 	/s/Ooi Jau Long
	 	Ooi Jau Long, a Malaysian citizen
	 	 
	 	LOK
	 	 
	 	/s/ Yu Weng Lok
	 	Yu Weng Lok, a Malaysian citizen


 


Signature Page to Shareholder Appointment
Agreement (Long and Lok)