Exhibit
10.18


 


DATED
05 AUG 2021


 


BETWEEN


  


AB5
SDN BHD


(Registration
No. 202101017335 [1417635-W])


 


AND


 


ABERYS
INNOVATION SDN BHD


(Registration
No.: 202101023256 (1423556-P))


 





 



 


SUPPLY
AGREEMENT


 





 



 




     


     


    

 


THIS
AGREEMENT is made on the day and year as stated in Section 1 of Schedule 1 annexed hereto


 


BETWEEN


 


The
Party as identified and having the address as stated in Section 2 of Schedule 1 hereto (hereinafter referred to as “Party
A”, which expression shall where the context so requires include its successors and assigns) on the one part;


 


AND


 


The
Party as identified and having the address as stated in Section 3 of Schedule 1 hereto (hereinafter referred to as the
“Party B”, which expression shall where the context so requires include its successors and assigns) on the other part.


 


(Party
A and Party B shall hereinafter collectively be referred to as “Parties” and individually as


“Party”)


 


WHEREAS:-


 


	A.	Party
                                            A wishes to engage Party B to procure and/or supply the Industrialised Building System (“System”)
                                            with loT technology as required for its business activities and Party B agrees to accept
                                            such engagement to procure and supply the System to meet the business activities of Party
                                            A. The Parties wish to record their agreement upon the terms and conditions herein contained.



 


NOW
IT IS HEREBY AGREED as follows: -


 


	1.	DEFINITIONS
                                            AND INTERPRETATION



 


	1.1	Definitions



 


In
this Agreement, the following words and expression shall have the following meanings unless the context otherwise requires: -


 


	 	“Affiliate”	means with respect to any entity, any other
  entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control “
  (including the terms “controlling”, “controlled by” and “under common control with”) means the
  possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether
  through the ownership of voting securities, by contract or otherwise and “Affiliates” shall be construed accordingly;
	 	 	 
	 	“Agreement”	means this agreement and any Schedule(s) hereto as the
  same may be am ended, varied, modified or whether through the ownership of voting securities, by contract or otherwise and “Affiliates”
  shall be construed accordingly;



 







    2


     


    

 


	 	“Agreement”	means this agreement and
  any Schedule(s) hereto as the same may be amended, varied, modified or supplemented by the Parties by agreement in writing from time
  to time;
	 	 	 
	 	“Applicable Laws”	means, with respect to any person, any and
  all applicable constitutions, treaties, statutes, laws, by-laws, regulations, ordinances, codes, rules,
  rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements
  of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including
  without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction
  and to which such person is subject;
	 	 	 
	 	“Appropriate Authorities”	means any governmental, semi or quasi-governmental and/or
  statutory departments, agencies or any privatised corporation;
	 	 	 
	 	“Business Day”	means a day on which banks are open for business in
  the state of Kuala Lumpur and/or Selangor, Malaysia (other than a Saturday or Sunday) and “Business Days” shall have a
  corresponding meaning;
	 	 	 
	 	“Charges”	shall have the meaning ascribed to it under Clause 3.1
  and further set out in this Agreement;
	 	 	 
	 	“Confidential Information”	means any information having
  designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclose
  as confidential or proprietary or otherwise by the Disclosing Party to the Recipient, including all Parties’ information and
  details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts,
  credit history and other payment details), information of a commercial, technical or financial nature relating to this Agreement, the
  Disclosing Party or any of its Affiliates including all trade secrets, know-how, show how, patents research, development or technical
  information, confidential and proprietary product or information, Intellectual Property rights, business plans, operations or systems,
  financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors
  or employees of the Disclosing Party or any of its Affiliates, meetings, documents, correspondence or inspection of tangible items;



 




    3


     


    

 


	 	“Disclosing Party”	means the Party from whom
  the Confidential Information originates and is disclosed to the Recipient;
	 	 	 
	 	“Force Majeure”	means any cause beyond a
  Party’s reasonable control affecting the performance by the affected party of its obligations hereunder including, but not limited
  to, acts of God, riots or civil disorder, war or military operations, national or local emergency, acts or omissions of government,
  industrial disputes of any kind (not involving the affected party’s own employees), fire, flood, lightning, explosion, subsidence,
  inclement weather, epidemic, pandemic, outbreak of disease and acts or omissions of persons or bodies beyond the reasonable control
  of the said Party;
	 	 	 
	 	“Intellectual Property
  Rights”	means patents, utility models, rights to inventions,
  copyright and related rights, moral rights, trademarks, and service marks, business names and domain
  names, rights in get-up and trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights
  in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how
  and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications
  and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or
  equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
	 	 	 
	 	“IPR Deliverables”	means Intellectual Property Rights which are
  created by Party B in the course of the execution of Party B’s duties under this Agreement;
	 	 	 
	 	“Liabilities”	shall have the meaning ascribed
  to it under Clause 8.2;
	 	 	 
	 	“Personnel”	shall have the meaning ascribed to it under
  Clause 4.l(d);
	 	 	 
	 	“Recipient”	means the Party which receives the Confidential
  Information from the Disclosing Party;
	 	 	 
	 	“System”	means the IBS System.



 


	1.2	Reference
                                            to any statutory provision shall include such provision as shall be amended from time to
                                            time, whether before, on or (in the case of any re-enactment, or consolidation without substantive
                                            amendments) after the date hereof, and shall be deemed to include provisions of earlier legislation
                                            which have been re-enacted (with or without modification) or replaced (directly or indirectly
                                            by such provision) and shall further include all statutory instruments or orders from time
                                            to time made pursuant thereto.



 




    4


     


    

 


	1.3	Reference
                                            to persons shall include individuals, bodies corporate, firms, partnerships or unincorporated
                                            associations.



 


	1.4	All
                                            headings, sub-headings and table of contents herein are for the purpose of reference only
                                            and do not form part of this Agreement and shall not be deemed to alter or affect the meaning
                                            of any of the provisions hereof.



 


	1.5	References
                                            to “this Agreement” or any other agreement or document shall be construed as
                                            a reference to such agreement or document as amended, modified or supplemented and in effect
                                            from time to time and shall include a reference to any document which amends, modifies or
                                            supplements it, or is entered into, made or given pursuant to or in accordance with its terms.



 


	1.6	References
                                            to the singular number shall include references to the plural number and vice versa.



 


	1.7	Words
                                            denoting one gender include the other gender.



 


	1.8	Words
                                            denoting persons shall include their respective heirs, personal representatives, successors-in-title
                                            or permitted assigns, as the case may be.



 


	1.9	Where
                                            a word or phrase is given a defined meaning in this Agreement, any other part of speech or
                                            other grammatical form in respect of such word or phrase has a corresponding meaning.



 


	1.10	Where
                                            a word or phrase indicates an exception to any of the provisions of this Agreement and a
                                            wider construction is possible, such word or phrase is not to be construed ejusdem generis
                                            with any foregoing words or phrases and where a word or phrase serves only to illustrate
                                            or emphasise any of the provisions of this Agreement, such word or phrase is not to be construed,
                                            or to take effect as limiting the generality of such provision.



 


	1.11	Any
                                            reference to “pay”, or cognate expressions, includes payments made in cash or
                                            effected through inter-bank transfer to the account of the payee, giving the payee access
                                            to immediate available, freely transferable, cleared funds.



 


	1.12	No
                                            rule of construction shall apply to the detriment of either Party by reason of that Party
                                            having control and/or was responsible for the preparation of t his Agreement or any part
                                            thereof.



 


	1.13	In
                                            carrying out its obligations and duties under this Agreement, the Parties shall have an implied
                                            obligation of good faith.



 


	1.14	Any
                                            reference to “writing”, or cognate expressions, includes any communication effected
                                            by facsimile transmission, electronic mail or other comparable means agreed by both Parties.



 


	1.15	English
                                            is the governing language of this Agreement and shall prevail over any translations
                                            that shall be made of this Agreement. All correspondence, notices or other documents



 




    5


     


    

 


	1.14	Any
                                            reference to “writing”, or cognate expressions, includes any communication effected
                                            by facsimile transmission, electronic mail or other comparable means agreed by both Parties.



 


	1.15	English
                                            is the governing language of this Agreement and shall prevail over any translations that
                                            shall be made of this Agreement. All correspondence, notices or other documents required
                                            or permitted hereunder shall be drawn up in English.



 


	1.16	Where
                                            the day on or by which something must be done is not a Business Day, that thing must be done
                                            on or by the next Business Day.



 


	2.	SCOPE



 


	2.1	The
                                            scope of work performed by Party B shall be to procure, supply and deliver to Party A the
                                            System to meet the business activities of Party A (“Work”)



 


	3.	CONSIDERATION



 


	3.1	In
                                            consideration of the Work provided by Party B, both Parties agreed that the agreement value
                                            shall be the sum as more particularly set out in this Agreement to be payable by Party A
                                            to Party B.



 


	3.2	If
                                            Party A fails to make any payment on the due date, without prejudice to any other right or
                                            remedy available to Party B, Party B shall be entitled to:-



 


		(a)	charge
                                            Party A an interest at the rate of [twelve percent (12%)] per annum, calculated on a daily
                                            basis, on all monies as may be owing by Party A to Party B under this Agreement, starting
                                            from the date Party A defaults on its payment obligation until the date full payment (including
                                            any default interest) is made in full to Party B; or



 


		(b)	terminate
                                            this Agreement; or



 


		(c)	suspend
                                            any further provision of the Work to Party A.



 


	3.3	The
                                            Charges shall include all compensation for all costs and expenditures of Party B in connection
                                            with the provision of the Work and Party A shall not be liable to Party B for any other fees,
                                            charges, costs and/or expenses incurred by Party B.



 


	4.	ROLES
                                            AND OBLIGATIONS AND UNDERTAKINGS



 


	4.1	Party
                                            B hereby agrees to observe and perform the following roles and obligations: -



 


		(a)	ensure
                                            that the System supplied to Party A are conforming to the specifications, performance guarantee
                                            as required by Party A;



 


		(b)	use
                                            or ensure its manufacturer uses all reasonable care and skill in manufacturing the System
                                            and shall ensure that all System suppl ied by Party B or its manufacturer is of satisfactory
                                            quality, fit for its purpose and conforms in all respects to the technical requirements,
                                            specifications and requirements of Party A;



 


		(c)	ensure
                                            that the System delivered to Party A has good and clear title, free from any security, interest,
                                            lien or encumbrances;



 




    6


     


    

 


		(e)	Party
                                            B shall not divulge any confidential information communicated to or acquired by Party A in
                                            the course of carrying out the Work and obligations under this Agreement;



 


		(f)	not
                                            to do anything and ensure that its personnel do not do anything that would damage the good
                                            name and reputation of Party A;



 


		(g)	to
                                            act strictly in accordance with the directions of Party A and ensure that Party B’s
                                            Personnel strictly adhere to the instructions and directions provided and standards set by
                                            Party A from time to time, whereupon such directions and instructions shall form an integral
                                            part of this Agreement;



 


		(h)	complies
                                            with and ensures Party B’s Personnel comply with all Applicable Laws.



 


	5.	INTELLECTUAL
                                            PROPERTY



 


	5.1	IPR
                                            Deliverables are subject to the following:



 


		(a)	any
                                            and all IPR Deliverables shall become the exclusive property of Party A;



 


		(b)	to
                                            the extent required under applicable laws, these IPR Deliverables shall be assigned fully
                                            and, if possible, automatically to Party A when they come into existence;



 


		(c)	to
                                            the extent that a transfer of IPR Deliverables is not permitted under applicable laws, Party
                                            B shall grant Party A an exclusive, transferable, worldwide, perpetual, irrevocable and royalty-free
                                            license, with the right to sublicense, to use these IPR Deliverables;



 


		(d)	by
                                            granting this license, Party A shall be put into the position to use any and all IPR Deliverables
                                            without restrictions and to transfer or (exclusively) sublicense such rights to third parties,
                                            also as exclusive rights, or to use them in cooperation with third parties;



 


		(e)	to
                                            the extent permitted under applicable laws, Party B shall waive all moral rights, including
                                            inter alia the right to oppose publication of IPR Deliverables without acknowledgment of
                                            its name or other indication as an author, the right to oppose any alteration to IPR Deliverables,
                                            and the right to oppose publication of IPR Deliverables under a name other than Party B;
                                            and



 


		(f)	the
                                            price agreed in the Agreement is deemed to include an adequate remuneration for the transfer
                                            of the relevant IPR Deliverables and/or the granting of rights to use these IPR Deliverables
                                            pursuant to this Clause 5.1.



 


	5.2	To
                                            the extent Party A does not hold all rights in IPR Deliverables pursuant to Clause 5.1, Party
                                            B shall grant Party A a non-exclusive, transferable, worldwide, perpetual, irrevocable and
                                            royalty-free license, with the right to sublicense, to use any and all IPR Deliverables in
                                            accordance with their intended use or to allow such use to third parties. In case of software,
                                            this right shall include the right to rectify errors of the software or to have them rectified,
                                            and to download, display, run, transmit, store, reproduce permanently or temporarily, translate,
                                            adapt, arrange and otherwise alter the software for this purpose and to allow the use by
                                            external service providers to whom Party A has outsourced IT services and work performances.
                                            Any further statutory or agreed rights of use shall remain unaffected.



 




    7


     


    

 


	5.3	Party
                                            B shall defend, indemnify, and hold Party A harmless against any claim for infringement of
                                            patents, registered designs, trademarks, copyright or other Intellectual Property Rights
                                            by the use or sale of Products or IPR Deliverables and against all expenses, costs and damages
                                            which Party A may incur in any action for such infringement or for which Party A may become
                                            liable in any such action.



 


	5.4	In
                                            connection with any such claim, Party B shall, at its expense, procure for Party A the right
                                            to continue all acts in relation to the Products or IPR Deliverables, or if procurement of
                                            rights is not a reasonable or viable option, replace the Products or IPR Deliverables or
                                            part thereof with a non-infringing alternative with at least equivalent form, fit and function
                                            as the Products or IPR Deliverables that is approved in writing by Party A.



 


	6.	TERMINATION



 


	6.1	This
                                            Agreement may be terminated by Party A by giving notice in writing to Party Bin any of the
                                            following events:



 


		(a)	Party
                                            Band/or his/her Personnel breaches any of the terms of this Agreement;



 


		(b)	Party
                                            B and/or his/her Personnel has not rendered the Work in a satisfactory manner;



 


		(c)	Party
                                            Band/or his/her Personnel reputation is in the view of Party A no longer fit to carry out
                                            the Work;



 


		(d)	Party
                                            Band/or his/her Personnel fails to complete or abandons the Work;



 


	6.2	Either
                                            Party shall be entitled to forthwith terminate this Agreement upon delivery of written notice
                                            if:



 


		(a)	a
                                            receiver and manager, liquidator or provisional liquidator is appointed over any property
                                            or assets of that other Party;



 


		(b)	if
                                            a winding up petition has been served on any Party of if any Party passes a resolution for
                                            its winding up or shall become insolvent or is wound up or goes into liquidation (except
                                            for the purposes of amalgamation);



 


		(c)	the
                                            other Party undergoes reconstruction in such manner that may affect its performance pursuant
                                            to this Agreement; or



 


		(d)	the
                                            other Party ceases or threatens to cease or to carry on business.



 


	6.3	Upon
                                            the termination of this Agreement, Party A shall cease disbursing the Charges and Party Band
                                            his/her Personnel shall have no claims whatsoever against Party A.



 


	6.4	The
                                            expiry or earlier termination of this Agreement shall be without prejudice to and shall not
                                            affect any pre-existing liabilities of either Party and shall not relieve either Party of
                                            those obligations that by their nature shall survive such expiration or termination, including
                                            each Party’s warranties and its obligations of indemnity and confidentiality.





    8


     


    

 


	7.	WARRANTIES
                                            AND ACKNOWLEDGEMENT



 


	7.1	Each
                                            Party undertakes, represents and warrants to the other Party that:-



 


		(a)	it
                                            is duly incorporated and validly existing under the laws of which the Party is registered
                                            and authorised to operate its business and operation, and that it has the full power and
                                            authority to enter into, perform and comply with the terms and conditions in this Agreement;



 


		(b)	this
                                            Agreement is enforceable against that Party in accordance with its terms and that all corporate
                                            and governmental approvals, consents, licences and permits required for that Party to validly
                                            enter into and perform its obligations under this Agreement have been obtained;



 


		(c)	it
                                            will duly comply with all Applicable Laws;



 


		(d)	it
                                            has taken all necessary actions to authorise the entry into and performance of this Agreement
                                            and to carry out the transaction contemplated by this Agreement; and



 


		(e)	all
                                            consents, approvals, and authorisations which are required or advisable for or in connection
                                            with the execution, delivery, performance, legality or enforceability of this Agreement have
                                            been obtained from the Appropriate Authorities.



 


	8.	LIMITATION
                                            OF LIABILITY AND INDEMNITY



 


	8.1	Party
                                            A, its Affiliates and all of its respective officers, employees, directors, agents, contractors
                                            and assigns shall not be liable to Party B and/or any other party for any loss, liability,
                                            claim, damage, cause of action or expense whatsoever or howsoever caused (regardless of the
                                            form of action) arising directly or indirectly in connection with the performance of this
                                            Agreement.



 


	8.2	Party
                                            B shall indemnify, defend and hold harmless Party A, and its officers, directors, employees,
                                            affiliates and consultants from all claims, damages, losses, costs and expenses (including
                                            reasonable solicitors’ fees) (the “Liabilities”) which Party A and/or
                                            any of its Affiliates may incur to the extent that such Liabilities arise out of or result
                                            from or incidental to:-



 


		(a)	any
                                            representation or warranty given by Party B and/or the Personnel in relation to the performance
                                            of its respective covenants hereunder, other than otherwise provided by Party A, either verbally
                                            or in writing;



 


		(b)	the
                                            breach of any representation, term, obligation warranty, or covenant of Party Band/or the
                                            Personnel contained in this Agreement;



 


		(c)	the
                                            negligence, recklessness, gross negligence, or willful misconduct of Party B or any of his/her
                                            Personnel, officers, directors, affiliates and consultants; or



 


		(d)	any
                                            representation, warranty, undertaking or promise given by Party B to third party.



 




    9


     


    

 


	9.	CONFIDENTIALITY



 


	9.1	Each
                                            Party shall keep confidential and shall not (unless required by any regulatory or governmental
                                            authorities having supervisory powers or control over it) disclose to any person or use directly
                                            or indirectly for its own or any other person’s benefit (other than for the due performance
                                            by it of its obligations under this Agreement), any Confidential Information disclosed, made
                                            available or otherwise provided to the Recipient by or on behalf of the Disclosing Party.



 


	9.2	Clause
                                            9 shall not apply to any Confidential Information which at the time it is disclosed, made
                                            available or otherwise provided by the Disclosing Party, is in the public domain and shall
                                            cease to apply to any information which subsequently becomes publicly available otherwise
                                            than as a consequence of any breach by the Recipient.



 


	9.3	The
                                            obligations under this Clause sha ll survive termination or expiration of this Agreement.



 


	10.	FORCE
                                            MAJEURE



 


	10.1	Neither
                                            Party shall be liable to the other Party or be deemed to be in breach of this Agreement by
                                            reason of any delay in performing, or any failure to perform, any of that Party’s obligations
                                            under this Agreement, if the delay or failure was due to a Force Majeure, provided that such
                                            Party sha ll: -



 


		(a)	as
                                            soon as practicable, serve on the other Party written notice thereof specifying the particulars
                                            of the Force Majeure event, the extent to which such Party is unable to discharge or perform
                                            its obligations, the reasons for the inability of such Party to perform or discharge its
                                            obligations and the estimated period during which such Party is unable to perform or discharge
                                            its obligations; and



 


		(b)	promptly
                                            take and continue to take all action within its powers to minimise the duration and effect
                                            of the Force Majeure event on such Par ty.



 


	11.	WAIVER



 


	11.1	Failure
                                            by either Party at any time to enforce any of the provisions of this Agreement shall neither
                                            be construed as a waiver of any rights or remedies hereunder nor in any way affect the validity
                                            of this Agreement or any part of it. No waiver shall be effective unless given in writing
                                            and no waiver of a breach of this Agreement shall constitute a waiver of any antecedent or
                                            subsequent breach.



 


	12.	SEVERABILITY



 


	12.1	The
                                            invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice
                                            or affect the validity or enforceability of the remainder of this Agreement.



 


	12.2	If
                                            further lawful performance of this Agreement or any part of it shall be made impossible by
                                            the final judgment or final order of any court of competent jurisdiction, commission or government
                                            agency or simi lar authority having jurisdiction over either Party, the Parties shall forthwith
                                            use their reasonable endeavours to agree amendments to this Agreement so as to comply with
                                            such judgment or order.



 




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	13.	VARIATION



 


	13.1	No
                                            variation, modification or addition to or cancellation of any provision of this Agreement
                                            shall be effective unless mutually agreed to in writing by a duly authorised representative
                                            of both Parties.



 


	14.	NO
                                            AGENCY



 


	14.1	Party
                                            B is an independent contractor and not an employee, partner, agent, franchisee or joint venture
                                            of Party A. Party Bis not authorized to enter into any commitment, agreements or contract
                                            of any kind on behalf of Party A. Party A will not incur any liability whatsoever to any
                                            third party by reason of Party B having acted negligently in the performance of its obligations
                                            hereunder or by reason of any misrepresentation by Party B of its relationship to Party A
                                            or of Party A’s membership, warranties, policies, practices or procedures. Nothing
                                            herein shall be deemed to constitute an agency, partnership or joint venture between the
                                            Parties or to constitute one Party the agent of the other for any purpose whatsoever and
                                            neither Party shall have the authority to bind the other Party without prior written consent
                                            of the other Party.



 


	15.	NOTICES



 


	15.1	Any
                                            notice hereunder to be given to a Party shall be in writing and shall be delivered by hand
                                            or by registered or recorded delivery post or by electronic transmission to the addressee
                                            at the address below. Addresses for service may be varied by notice given in accordance with
                                            this clause.



 


	15.2	A
                                            notice shall be deemed to have been served; if delivered by hand, at the time of delivery;
                                            if sent by registered or recorded delivery post, three (3) Business Days after the date of
                                            posting; or if sent by electronic transmission, at the time of transmission. If a notice
                                            is served by hand or is received by electronic transmission on a day which is not a Business
                                            Day, or after 5.00 pm (the recipient’s local time) on a Business Day, the notice is
                                            deemed to be duly received by the recipient at 9.00 am (the recipient’s local time)
                                            on the first Business Day after that day.



 


	15.3	The
                                            details of the Parties are as stipulated in Section 2 and Section 3 of Schedule 1
                                            respectively.






 


	16.	GOVERNING
                                            LAW



 


	16.1	This
                                            Agreement shall be governed and construed in accordance with the laws of Malaysia and the
                                            Parties shall submit to the exclusive jurisdiction of the Courts of Malaysia.



 


	17.	COSTS



 


	17.1	Each
                                            Party shall bear its own costs incidental to the preparation and completion of this Agreement.
                                            All stamp duties payable shall be jointly borne by Party B.



 


	18.	BINDING
                                            EFFECT



 


	18.1	This
                                            Agreement shall be binding on and inure to the benefit of the successors, permitted assigns,
                                            heirs and estate, as the case may be, of each Party.



 


	19.	ENTIRE
                                            AGREEMENT



 


	19.1	This
                                            Agreement contains the entire understanding between the Parties with respect to the subject
                                            matter hereof and supersedes all prior agreements or understandings, inducements or conditions,
                                            expressed, or implied, oral or written.



 


	20.	COUNTERPARTS



 


	20.1	This
                                            Agreement may be signed in any number of counterparts, all of which taken together shall
                                            constitute one and the same instrument. Either Party may enter into this Agreement by signing
                                            any such counterpart and each counterpart shall be as valid and effectual as if executed
                                            as an original.



 


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    11


     


    

 


IN
WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first above stated.


 


Signed
by


For
and on behalf of


AB5
SDN BHD


In
the presence of: -


 


	/s/ Nurul Azuwa Binti
  Mohd Jaffri	 	/s/
  Mohd Farid Bin Alias
	Witness	 	Name: Mohd Farid Bin Alias
	Name: Nurul Azuwa Binti Mohd Jaffri	 	Director
	NRIC No.: 960207-14-6356	 	



 


Signed
by


For
and on behalf of


ABERYS
INNOVATION SDN BHD


In
the presence of: -


 


	/s/
  Siti Nurussyahirah Bt Janauom	 	/s/
  Nurul Liyana Binti Mohd Khairuddin
	Witness	 	Name: Nurul Liyana Binti Mohd Khairuddin
	Name: Siti Nurussyahirah Bt Janauom	 	Director
	NRIC No.: 881102-56-5372.	 	 



 













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SCHEDULE
1


 


(which
shall form an integral part of this Agreement)


 


	Section	Subject
    Matter	Details
	1	Date
    of this Agreement	05
    AUG 2021
	 	 	 
	2	Details
    of Party A	Name 	AB5
    SDN BHD
	 	 	 	 
	 	 	Registration
    No. 	202101017335
    (1417635-W)
	 	 	Address	Level 8 &
    9, Menara UAC No. 12,
	 	 		Jalan PJU
    7/ 5, 47800 Petaling
	 	 		Jaya,
    Selangor Darul Ehsan.
	 	 	 	 
	3	Details
    of Party B	Name	ABERYS
    INNOVATION SDN BHD
	 	 	 	 
	 	 	Registration
    No. 	202101023256(1423556-P)
	 	 	 	 
	 	 	Address	Suite
    11.01, Level 11, South Wing
	 	 		Menara
    OBYU 4, No. 4, Jalan PJU

    8/ 8 A, Damansara Perdana,

    47820 Petaling Jaya, Selangor 

    Darul Ehsan.



 



    13


     


    

 


SCHEDULE
2


 


(which
shall form an integral part of this Agreement)


 


	Section	Subject
    Matter	Details
	1	Charges	Ringgit
    Malaysia Seventy-Seven Million (RM77,000,000.00)
	2	Payment
    Term	The
    Charges shall be payable in four (4) instalments within a period of two (2) years


 


 


14