Exhibit 10.2


 


SPLIT-OFF AGREEMENT


 


This SPLIT-OFF
AGREEMENT, dated as of November 4, 2016 (this “Agreement”), is entered into by and among Ho Wah
Genting Group Limited, a Nevada corporation (the “Buyer”) and David J. Breier (the
“Seller”).


 


RECITALS:


 


WHEREAS, Seller
wishes to acquire the business assets and liabilities previously held by Buyer; and Buyer has no other businesses or operations
prior to the Share Exchange (as defined herein);


 


WHEREAS, contemporaneously
with the execution of this Agreement, Buyer, Ho Wah Genting Group Sdn Bhd (the “PrivateCo”), and the securities holders
of the PrivateCo will enter into the Share Exchange Agreement by and between the Buyer and the PrivateCo (the “Share Exchange
Agreement”) pursuant to which the securities holders of the PrivateCo will receive securities of the Buyer in exchange for
their equity interests in PrivateCo (the “Share Exchange”);


 


WHEREAS, the
execution and delivery of this Agreement is required by the PrivateCo as a condition to their execution of the Share Exchange Agreement,
and the consummation of the assignment, assumption, purchase and sale transactions contemplated by this Agreement is also a condition
to the completion of the Share Exchange pursuant to the Share Exchange Agreement, and Buyer has represented to the PrivateCo in
the Share Exchange Agreement that the transactions contemplated by this Agreement will be consummated contemporaneously with the
closing of the Share Exchange, and the PrivateCo relied on such representation in entering into the Share Exchange Agreement;


 


WHEREAS, in
connection with and, in furtherance of the closing of the transactions contemplated by the Share Exchange, including consummation
of the transactions contemplated by this Agreement, the Seller has entered into that certain Split-Off Escrow Agreement, dated
November 4, 2016 (the “Split-Off Escrow Agreement) with Lew Keong, as Buyers’ Representative (as defined in the Split-Off
Escrow Agreement) and LKP Global Law, LLP, as the Escrow Agent, and executed and delivered the items required to be delivered thereunder;


 


WHEREAS, the
Seller desires to purchase the Assets (as defined in Section 2.1) from Buyer, and to assume, as between Buyer and Seller, all responsibility
for any pre-Share Exchange debts, obligations and liabilities of Buyer, on the terms and subject to the conditions specified in
this Agreement; and


 




     


     


    

 


WHEREAS, Buyer
desires to sell and transfer the Assets to the Seller, on the terms and subject to the conditions specified in this Agreement;


 


NOW, THEREFORE,
in consideration of the premises and the covenants, promises and agreements herein set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as follows:


 


		I.	ASSIGNMENT AND ASSUMPTION OF BUYER’S ASSETS
AND LIABILITIES.



 


Subject to the terms
and conditions provided below:


 


1.1          Assignment
of Assets.  Buyer hereby contributes, assigns, conveys and transfers to Seller, and Seller hereby receives, acquires
and accepts, all assets and properties of Buyer as of the Closing Date (as defined below) immediately prior to giving effect to
the Share Exchange, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Buyer
in, to and under the Transaction Documents (as defined in the Share Exchange Agreement), and (ii) the capital stock of the PrivateCo:


 


(a)          all
pre-Share Exchange cash and cash equivalents;


 


(b)          all
pre-Share Exchange accounts receivable;


 


(c)          all
of Buyer’s pre-Share Exchange rights, title and interests in, to and under all contracts, agreements, leases, licenses (including
software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and
including all of Buyer’s rights thereunder to use and possess equipment provided by third parties, and all representations,
warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or
right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require
the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment
would be in violation of the terms thereof or if such consent is not obtained prior to the Closing, and in lieu thereof Buyer shall
reasonably cooperate with Buyer in any reasonable arrangement designed to provide Buyer the benefits thereunder or any claim or
right arising thereunder);


 


(d)          all
pre-Share Exchange intellectual property, including but not limited to issued patents, patent applications (whether or not patents
are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether
registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer
coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications
therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to sue or recover for the infringement
or misappropriation thereof;


 




     


     


    

 


(e)          all
pre-Share Exchange fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and
other tangible personal property owned or leased by Seller;


 


(f)          all
pre-Share Exchange customer lists, business records, customer records and files, customer financial records, and all other files
and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer
contracts and agreements;


 


(g)          to
the extent legally assignable, all pre-Share Exchange licenses, permits, certificates, approvals and authorizations issued by any
governmental entity and necessary to own, lease or operate the assets and properties of Buyer and to conduct Buyer’s business
as it is presently conducted; and


 


(h)          all
pre-Share Exchange real property or interests therein.


 


all of the foregoing being referred to
herein as the “Assigned Assets.”


 


1.2          Assignment
and Assumption of Liabilities.  Buyer hereby assigns to Seller, and Seller hereby assumes and agrees to pay, honor
and discharge all debts, adverse claims, liabilities, judgments and obligations, including tax obligations, of Buyer as of the
Closing Date (as defined in Section 3.1) immediately prior to the effective time of the Share Exchange, whether accrued, contingent
or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation
of any governmental entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or
relating to the assets, activities, operations, actions or omissions of Buyer, or products manufactured or sold thereby or services
provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding
in all cases the obligations of Seller under the Transaction Documents (all of the foregoing being referred to herein as the “Assigned
Liabilities”).


 


The assignment and assumption of Buyer’s
assets and liabilities provided for in this Article I is referred to as the “Assignment.”


 


		II.	PURCHASE AND SALE OF ASSETS



 


2.1          Purchased
Assets.  Subject to the terms and conditions provided below, Buyer shall sell and transfer to the Seller and the
Seller shall purchase from Buyer, on the Closing Date (as defined in Section 3.1), all of the Assigned Assets and Assigned Liabilities
(collectively the “Assets”).


 




     


     


    

 


2.2          Purchase
Price.  The purchase price (the “Purchase Price”) for the Assets shall consist of the transfer and delivery
by the Seller to Buyer 5,000,000 shares of common stock of Buyer that Seller owns (the “Purchase Price Securities”)
deliverable as provided in Section 3.2.


 


		III.	CLOSING.



 


3.1          Closing.  The
closing of the transactions contemplated in this Agreement (the “Closing”) shall take place simultaneously with the
closing of the Share Exchange. The date on which the Closing occurs shall be referred to herein as the “Closing Date.”


 


3.2          Payment
of Purchase Price.  At the Closing, Seller shall deliver to Buyer a certificate or certificates representing the
Seller’s Purchase Price Securities duly endorsed to Buyer, which delivery shall vest Buyer with good and marketable title
to the Purchase Price Securities, free and clear of all liens and encumbrances.


 


3.3          Transfer
of Records.  On or before the Closing, Buyer shall transfer to Seller copies of all existing corporate books and
records in Buyer’s possession relating to its business, including but not limited to all agreements, litigation files, real
estate files, personnel files and filings with governmental agencies. On or before the Closing, the Seller shall transfer to Buyer
copies of all existing corporate books and records in the possession of Seller relating to Buyer, including but not limited to
all corporate minute books, stock ledgers, certificates and corporate seals of Buyer and all agreements, litigation files, real
property files, personnel files and filings with governmental agencies.


 


3.4          Instruments
of Assignment.  At the Closing, Buyer shall deliver to each other such instruments providing for the Assignment as
the other may reasonably request (the “Instruments of Assignment”).


 


		IV.	SELLER’S REPRESENTATIONS AND WARRANTIES.



 


The Seller represents and warrants
to Buyer that:


 


4.1          Capacity
and Enforceability.  Seller has the legal capacity to execute and deliver this Agreement and the documents to be
executed and delivered by the Seller at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such
documents constitute the valid and binding agreement of the Seller, enforceable in accordance with their terms.


 


4.2          Compliance.  Neither
the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by the Seller will result
in the breach of any term or provision of, or constitute a default under, or violate any agreement, indenture, instrument, order,
law or regulation to which Seller is a party or by which Seller is bound.


 




     


     


    

 


4.3          Purchase
for Investment.  Seller is financially able to bear the economic risks of acquiring the Assets and the other transactions
contemplated hereby and has no need for liquidity in his investment in the Assets. Seller has such knowledge and experience in
financial and business matters in general, and with respect to businesses of a nature similar to the business of Buyer, so as to
be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the
Assets and the other transactions contemplated hereby. Seller has (i) received all the information he has deemed necessary to make
an informed decision with respect to the acquisition of the Assets and the other transactions contemplated hereby; (ii) had an
opportunity to make such investigation as he has desired pertaining to the Buyer and the acquisition of an interest of the Assets
therein and the other transactions contemplated hereby, and to verify the information which is, and has been, made available to
him; and (iii) had the opportunity to ask questions of Buyer. Seller acknowledges that he is a current director and officer of
Buyer, and, as such, has actual knowledge of the business, operations and financial affairs of the Buyer.


 


4.4          Liabilities.  Following
the Closing, Buyer will have no liability for any debts, liabilities or obligations of its business or activities prior to the
Closing that are unrelated to the business of the PrivateCo, and there are no outstanding guaranties, performance or payment bonds,
letters of credit or other contingent contractual obligations that have been undertaken by Buyer directly or indirectly in relation
to the business of Buyer prior to the Closing that are unrelated to the business of the PrivateCo, and that may survive the Closing.


 


4.5          Title
to Purchase Price Securities.  The Seller is the record and beneficial owners of the Purchase Price Securities. At
Closing, the Seller will have good and marketable title to the Purchase Price Securities, which Purchase Price Securities are,
and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions
or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by applicable
securities laws.


 


		V.	BUYER’S REPRESENTATIONS AND WARRANTIES.



 


Buyer represents and
warrants to Seller that:


 


5.1          Organization
and Good Standing. The Buyer is a corporation duly incorporated, validly existing, and in good standing under the laws of the
State of Nevada.


 


5.2          Authority
and Enforceability. The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing
pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly
authorized by Buyer and all such documents constitute valid and binding agreements of Buyer enforceable in accordance with their
terms.


 




     


     


    

 


5.3          Title
to Assets. Buyer is the sole record and beneficial owner of the Assets. At Closing, Buyer will have good and marketable title
to the Assets, which Assets are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and
encumbrances, and any restrictions or limitations prohibiting or restricting transfer to the Seller.


 


		VI.	OBLIGATIONS OF SELLER PENDING CLOSING.



 


Seller covenants and
agrees that between the date hereof and the Closing:


 


6.1          Not
Impair Performance. Seller shall not take any intentional action that would cause the conditions upon the obligations of the
parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing
to be taken any action that would cause the representations and warranties made by any party herein not to be true, correct and
accurate as of the Closing, or in any way impairing the ability of Buyer to satisfy its obligations as provided in Article VII.


 


6.2          Assist
Performance. Seller shall exercise reasonable best efforts to cause to be fulfilled those conditions precedent to Buyer’s
obligations to consummate the transactions contemplated hereby which are dependent upon actions of the Seller and to make and/or
obtain any necessary filings and consents in order to consummate the transactions contemplated by this Agreement.


 


		VII.	OBLIGATIONS OF BUYER PENDING CLOSING.



 


Buyer covenants and
agrees that between the date hereof and the Closing:


 


7.1          Business
as Usual. Buyer shall operate in accordance with past practices and shall use best efforts to preserve its goodwill and the
goodwill of its employees, customers and others having business dealings with it. Without limiting the generality of the foregoing,
from the date of this Agreement until the Closing Date, Buyer shall (a) make all normal and customary repairs to its equipment,
assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses,
contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts
receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve
and maintain its assets in their current operating condition and repair, ordinary wear and tear excepted. From the date of this
Agreement until the Closing Date, Buyer shall not (i) amend, terminate or surrender any material franchise, license, contract or
real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Buyer shall not
take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the
Closing.


 




     


     


    

 


7.2          Not
Impair Performance. Buyer shall not take any intentional action that would cause the conditions upon the obligations of the
parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing
to be taken any action which would cause the representations and warranties made by any party herein not to be materially true,
correct and accurate as of the Closing, or in any way impairing the ability of the Seller to satisfy his obligations as provided
in Article VI.


 


7.3          Assist
Performance. Buyer shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Seller’s
obligations to consummate the transactions contemplated hereby which are dependent upon the actions of Buyer and to work with the
Seller to make and/or obtain any necessary filings and consents. Buyer shall comply with its obligations under this Agreement.


 


7.4          Indemnification
of the Escrow Agent. In consideration of the benefits to be derived by Buyer from the Split-Off Escrow Agreement, as a third-party
beneficiary under the Split-Off Escrow Agreement, Buyer shall, from and at all times after the date of the Split-Off Escrow Agreement,
indemnify and hold harmless the Escrow Agent and each partner, director, officer, employee, attorney, agent and affiliate of Escrow
Agent (collectively, the “Indemnified Parties”), to the fullest extent permitted by law and to the extent provided
herein, against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind
or nature whatsoever (including without limitation reasonable attorney’s fees, costs and expenses) incurred by or asserted
against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of
or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation)
by any person, including without limitation the parties to the Split-Off Escrow Agreement, whether threatened or initiated, asserting
a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any
federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of the Split-Off Escrow Agreement or any transaction
contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target
of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder
for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the
gross negligence or willful misconduct of such Indemnified Party. The obligations of the parties under this section shall survive
any termination of this Agreement.


 


		VIII.	BUYER’S CONDITIONS PRECEDENT TO CLOSING.



 


The obligations of
Buyer to close the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each
of the following conditions precedent (any or all of which may be waived by Buyer and PrivateCo in writing):


 




     


     


    

 


8.1          Representations
and Warranties; Performance. All representations and warranties of Seller contained in this Agreement shall have been true
and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing,
with the same effect as though such representations and warranties were made at and as of the Closing. Seller shall have performed
and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement
to be performed or complied with or satisfied by the Seller at or prior to the Closing.


 


8.2          Additional
Documents. Seller shall deliver or cause to be delivered such additional documents as may be necessary in connection with the
consummation of the transactions contemplated by this Agreement and the performance of their obligations hereunder.


 


8.3          Release
by Seller. At the Closing, Seller shall execute and deliver to Buyer a general release which in substance and effect releases
Buyer and the PrivateCo from any and all liabilities and obligations that Buyer and the PrivateCo may owe to Seller in any capacity,
and from any and all claims that Seller may have against Buyer, the PrivateCo or their respective managers, members, officers,
directors, stockholders, employees and agents (other than those arising pursuant to this Agreement or any document delivered in
connection with this Agreement).


 


8.4          Completion
of the Share Exchange. The closing of the Share Exchange pursuant to the Share Exchange Agreement, and all of the transactions
contemplated thereby, shall occur simultaneously.


 


		IX.	SELLER’S CONDITIONS PRECEDENT TO CLOSING.



 


The obligation of Seller
to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the
following conditions precedent (any and all of which may be waived by the Seller in writing):


 


9.1          Representations
and Warranties; Performance. All representations and warranties of Buyer contained in this Agreement shall have been true and
correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing
with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed
and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement
to be performed or complied with or satisfied by them at or prior to the Closing.


 


		X.	OTHER AGREEMENTS.



 


10.1        Expenses.
Each party hereto shall bear its expenses separately incurred in connection with this Agreement and with the performance of its
obligations hereunder.


 




     


     


    

 


10.2        Confidentiality.
Seller shall not make any public announcements concerning this transaction without the prior written agreement of the PrivateCo,
other than as may be required by applicable law or judicial process. If for any reason the transactions contemplated hereby are
not consummated, then the Seller shall return any information received by the Seller from Buyer, and the Seller shall cause all
confidential information obtained by Seller concerning Buyer and its business to be treated as such.


 


10.3        Brokers’
Fees. In connection with the transaction specifically contemplated by this Agreement, no party to this Agreement has employed
the services of a broker and each agrees to indemnify the other against all claims of any third parties for fees and commissions
of any brokers claiming a fee or commission related to the transactions contemplated hereby.


 


10.4        Access
to Information Post-Closing; Cooperation.


 


(a)          Following
the Closing, Seller shall afford to Buyer and its authorized accountants, counsel and other designated representatives, reasonable
access (and including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights
during normal business hours to allow records, books, contracts, instruments, computer data and other data and information (collectively,
“Information”) within the possession or control of Seller insofar as such access is reasonably required by Buyer. Information
may be requested under this Section 10.4(a) for, without limitation, audit, accounting, claims, litigation and tax purposes, as
well as for purposes of fulfilling disclosure and reporting obligations and performing this Agreement and the transactions contemplated
hereby. No files, books or records of Buyer existing at the Closing Date shall be destroyed by Seller or Buyer after Closing but
prior to the expiration of any period during which such files, books or records are required to be maintained and preserved by
applicable law without giving Buyer at least 30 days’ prior written notice, during which time Buyer shall have the right
to examine and to remove any such files, books and records prior to their destruction.


 


(b)          Following
the Closing, Buyer shall afford to Seller and its authorized accountants, counsel and other designated representatives reasonable
access (including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during
normal business hours to Information within Buyer’s possession or control relating to its business insofar as such access
is reasonably required by the Seller. Information may be requested under this Section 10.4(b) for, without limitation, audit, accounting,
claims, litigation and tax purposes as well as for purposes of fulfilling disclosure and reporting obligations and for performing
this Agreement and the transactions contemplated hereby. No files, books or records of Buyer existing at the Closing Date shall
be destroyed by Buyer after Closing but prior to the expiration of any period during which such files, books or records are required
to be maintained and preserved by applicable law without giving the Seller at least 30 days’ prior written notice, during
which time the Seller shall have the right to examine and to remove any such files, books and records prior to their destruction.


 




     


     


    

 


(c)          At
all times following the Closing, Buyer and Seller shall use their reasonable efforts to make available to the other on written
request, the current and former officers, directors, employees and agents of Buyer for any of the purposes set forth in Section
10.4(a) or (b) above or as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative
or other proceedings in which Buyer may from time to be involved.


 


(d)          The
party to whom any Information or witnesses are provided under this Section 10.4 shall reimburse the provider thereof for all out-of-pocket
expenses actually and reasonably incurred in providing such Information or witnesses.


 


(e)          Seller
and Buyer and their respective employees and agents shall each hold in strict confidence all Information concerning the other party
in their possession or furnished by the other or the other’s representative pursuant to this Agreement with the same degree
of care as such party utilizes as to such party’s own confidential information (except to the extent that such Information
is (i) in the public domain through no fault of such party or (ii) later lawfully acquired from any other source by such party),
and each party shall not release or disclose such Information to any other person, except such party’s auditors, attorneys,
financial advisors, bankers, other consultants and advisors or persons to whom such party has a valid obligation to disclose such
Information, unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel,
by other requirements of law.


 


(f)          Seller
and Buyer shall each use their best efforts to forward promptly to the other party all notices, claims, correspondence and other
materials which are received and determined to pertain to the other party.


 


10.5        Guarantees,
Surety Bonds and Letter of Credit Obligations. In the event that Buyer is obligated for any debts, obligations or liabilities
of its business prior to the Closing by virtue of any outstanding guarantee, performance or surety bond or letter of credit provided
or arranged by Buyer on or prior to the Closing Date, Seller shall use his best efforts to cause to be issued replacements of such
bonds, letters of credit and guarantees and to obtain any amendments, novations, releases and approvals necessary to release and
discharge fully Buyer from any liability thereunder following the Closing. Buyer shall be responsible for, and shall indemnify,
hold harmless and defend Buyer from and against, any costs or losses incurred by Buyer arising from such bonds, letters of credit
and guarantees and any liabilities arising therefrom and shall reimburse Buyer for any payments that Buyer may be required to pay
pursuant to enforcement of its obligations relating to such bonds, letters of credit and guarantees.


 


10.6        Filings
and Consents. Seller, at his risk, shall determine what, if any, filings and consents must be made and/or obtained prior to
Closing to consummate the purchase and sale of the Assets. The Seller shall indemnify the Buyer Indemnified Parties (as defined
in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Buyer Indemnified Parties by virtue
of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings
or consents may cause Buyer to incur Losses or otherwise adversely affect Buyer, Seller confirms that the provisions of this Section
10.6 will not limit Buyer’s right to treat such failure as the failure of a condition precedent to Buyer’s obligation
to close pursuant to Article VIII above.


 




     


     


    

 


10.7        Insurance.
The Seller acknowledges that on the Closing Date, effective as of the Closing, any insurance coverage and bonds provided by Buyer
for the Seller, and all certificates of insurance evidencing that Seller maintain any required insurance by virtue of insurance
provided by Buyer, will terminate with respect to any insured damages resulting from matters occurring subsequent to Closing.


 


10.8        Agreements
Regarding Taxes.


 


(a)          Returns
for Periods Through the Closing Date. Buyer will include the income and loss of the Assets (including any deferred income triggered
into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19) on Buyer’s
consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable
to such income. Buyer agrees to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing
Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of the Assets,
and both Seller and Buyer agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s
items of income, gain, loss, deduction and credit. Seller and Buyer agree to report all transactions not in the ordinary course
of business occurring on the Closing Date after Seller’s purchase of the Assets on his tax returns to the extent permitted
by Reg. §1.1502-76(b)(1)(ii)(B). The Seller agrees to indemnify Buyer for any additional tax owed by Buyer (including tax
owed by Buyer due to this indemnification payment) resulting from any transaction engaged in by Buyer (not related to the Share
Exchange) during the Pre-Closing Period or on the Closing Date before Seller’s purchase of the Assets. Seller will furnish
tax information to Buyer for inclusion in Buyer’s consolidated federal income tax return for the period which includes the
Closing Date in accordance with Buyer’s past custom and practice.


 


(b)          Audits.
Buyer will allow Seller and its counsel to participate at Seller’s expense in any audit of Buyer’s consolidated federal
income tax returns to the extent that such audit raises issues that relate to and increase the tax liability of Seller. Buyer shall
have the absolute right, in its sole discretion, to engage professionals and direct the representation of Buyer in connection with
any such audit and the resolution thereof, without receiving the consent of Seller or any other party acting on behalf of Seller,
provided that Buyer will not settle any such audit in a manner which would materially adversely affect Seller after the Closing
Date unless such settlement would be reasonable in the case of a person that owned the Assets both before and after the Closing
Date. In the event that after Closing any tax authority informs Seller of any notice of proposed audit, claim, assessment or other
dispute concerning an amount of taxes which pertain to Buyer, during the period prior to Closing, Seller must promptly notify Buyer
of the same within 15 calendar days of the date of the notice from the tax authority. In the event Seller does not notify Buyer
within such 15 day period, Seller will indemnify Buyer for any incremental interest, penalty or other assessments resulting from
the delay in giving notice. To the extent of any conflict or inconsistency, the provisions of this Section 10.8 shall control over
the provisions of Section 12.2 below.


 




     


     


    

 


(c)          Cooperation
on Tax Matters. Buyer and Seller shall cooperate fully, as and to the extent reasonably requested by any party, in connection
with the filing of tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to taxes. Such
cooperation shall include the retention and (upon the other party’s request) the provision of records and information which
are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient
basis to provide additional information and explanation of any material provided hereunder. Seller shall (i) retain all books and
records with respect to tax matters pertinent to Buyer relating to any taxable period beginning before the Closing Date until the
expiration of the statute of limitations (and, to the extent notified by Buyer, any extensions thereof) of the respective taxable
periods, and abide by all record retention agreements entered into with any taxing authority, and (ii) give Buyer reasonable written
notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, Seller agrees to allow
Buyer to take possession of such books and records.


 


10.9         ERISA.
Effective as of the Closing Date, Seller shall terminate its participation in, and withdraw from, any employee benefit plans sponsored
by Buyer, and Seller and Buyer shall cooperate fully in such termination and withdrawal. Without limitation, Seller shall be solely
responsible for (i) all liabilities under those employee benefit plans notwithstanding any status as an employee benefit plan sponsored
by Buyer, and (ii) all liabilities for the payment of vacation pay, severance benefits, and similar obligations, including, without
limitation, amounts which are accrued but unpaid as of the Closing Date with respect thereto. Seller acknowledges and agrees that
he is solely responsible for providing continuation health coverage, as required under the Consolidated Omnibus Reconciliation
Act of 1985, as amended (“COBRA”), to each person, if any, participating in an employee benefit plan subject to COBRA
with respect to such employee benefit plan as of the Closing Date, including, without limitation, any person whose employment with
Buyer is terminated after the Closing Date.


 


		XI.	TERMINATION.



 


This Agreement may
be terminated at, or at any time prior to, the Closing by mutual written consent of Seller, Buyer and the PrivateCo. If this Agreement
is terminated as provided herein, it shall become wholly void and of no further force and effect and there shall be no further
liability or obligation on the part of any party except to pay such expenses as are required of such party.


 




     


     


    

 


		XII.	INDEMNIFICATION.



 


12.1         Indemnification
by Seller. Seller covenants and agrees to indemnify, defend, protect and hold harmless Buyer and the PrivateCo, and their respective
officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Buyer Indemnified
Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims,
actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation,
reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of
any negligence of any Buyer Indemnified Party (collectively, “Losses”), incurred by any Buyer Indemnified Party as
a result of or arising from (i) any breach of the representations and warranties of Seller set forth herein or in certificates
delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement
of Seller to indemnify set forth in this Agreement) on the part of Seller under this Agreement, (iii) any Assigned Asset or Assigned
Liability or any other debt, liability or obligation of Buyer prior to the Closing, (iv) the conduct and operations, (A) prior
to Closing, of the business of Buyer unrelated to the assets that are the subject of the Share Exchange (B) whether before or after
Closing, of (X) the business of Buyer pertaining to the Assigned Assets and Assigned Liabilities or (Y) the business of the Buyer
prior to the Closing, (v) claims asserted (including claims for payment of taxes), whether before or after Closing, (A) against
Buyer or (B) pertaining to the Assigned Assets and Assigned Liabilities or to the business of Buyer prior to the Closing, or (vi)
any federal or state income tax payable by Buyer or the PrivateCo and attributable to the transactions contemplated by this Agreement
or to the business of Buyer prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or
entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, another specified person or entity.


 


12.2        Third
Party Claims.


 


(a)          Defense.
If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Buyer Indemnified Parties (the
“Indemnitees”) by a third party after the Closing for which Seller has an indemnification obligation under the terms
of Section 12.1, then the Indemnitee shall notify Seller (the “Indemnitor”) within 20 days after the Third-Party Claim
is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable
opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to
assume the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings or negotiations relating
thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable
attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim
shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20
days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee,
then the Indemnitor shall be entitled to control the conduct of such defense, and any decision to settle such Third-Party Claim,
and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as
the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible
for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed
by the Indemnitor. Except as provided in subsection (b) below, both the Indemnitor and the Indemnitee must approve any settlement
of a Third-Party Claim. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification
liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.


 




     


     


    

 


(b)          Failure
to Defend. If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in writing within 20 days after
the Claim Notice of such Third-Party Claim has been delivered, or shall fail to continue such defense until the final resolution
of such Third-Party Claim, then the Indemnitee may defend against such Third-Party Claim in such manner as it may deem appropriate
and the Indemnitee may settle such Third-Party Claim, in its sole discretion, on such terms as it may deem appropriate; provided
however, that the Indemnitor shall (i) promptly reimburse the Indemnitee for the amount of all settlement payments and expenses,
legal and otherwise, incurred by the Indemnitee in connection with the defense or settlement of such Third-Party Claim, or (ii)
shall pay, in advance of any settlement or proceedings and in installments as reasonably agreed to by the parties, such sums and
expenses reasonably expected to be incurred in connection with the defense of the Third-Party Claim and any settlement thereof.
If no settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect to such
Third-Party Claim before the Indemnitee is required to do so, and pay all expenses, legal or otherwise, incurred by the Indemnitee
in the defense against such Third-Party Claim.


 


12.3        Non-Third-Party
Claims. Upon discovery of any claim for which the Seller has an indemnification obligation under the terms of Section 12.1
which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Seller of such
claim and, in any case, shall give Seller such notice within 30 days of such discovery. A failure by Indemnitee to timely give
the foregoing notice to Seller shall not excuse Seller from any indemnification liability except to the extent that Seller is materially
and adversely prejudiced by such failure.


 


12.4        Survival.
Except as otherwise provided in this Section 12.4, all representations and warranties made by Buyer and Seller in connection with
this Agreement shall survive the Closing. Anything in this Agreement to the contrary notwithstanding, the liability of all Indemnitors
under this Article XII shall terminate on the third (3rd) anniversary of the Closing Date, except with respect to (a) liability
for any item as to which, prior to the third (3rd) anniversary of the Closing Date, any Indemnitee shall have asserted a Claim
in writing, which Claim shall identify its basis with reasonable specificity, in which case the liability for such Claim shall
continue until it shall have been finally settled, decided or adjudicated, (b) liability of any party for Losses for which such
party has an indemnification obligation, incurred as a result of such party’s breach of any covenant or agreement to be performed
by such party after the Closing, (c) liability of Seller for Losses incurred by a Buyer Indemnified Party due to breaches of its
representations and warranties in Article IV of this Agreement, and (d) liability of Seller for Losses arising out of Third-Party
Claims for which Seller has an indemnification obligation, which liability shall survive until the statute of limitation applicable
to any third party’s right to assert a Third-Party Claim bars assertion of such claim.


 




     


     


    

 


		XIII.	MISCELLANEOUS.



 


13.1        Definitions.
Capitalized terms used herein without definition have the meanings ascribed to them in the Share Exchange Agreement.


 


13.2        Notices.
All notices and communications required or permitted hereunder shall be in writing and deemed given when received by means of the
United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested,
or personal delivery, or overnight courier, as follows:


 


		(a)	If to Buyer, addressed to:



 


Ho Wah Genting Group Limited


Wisma Ho Wah Genting, No. 35


Jalan Maharajalela, 50150 Kuala
Lumpur, Malaysia


Attention: Dato Lim Hui Boon, President


 


		(b)	If to Seller, addressed to:



 


1 East Bedell Street


Freeport, NY 11520


Attn:  David Breier


 


or to such other address as any party hereto
shall specify pursuant to this Section 13.2 from time to time.


 


13.3        Exercise
of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or
remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such
right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar
breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach
or default occurring before or after that waiver.


 




     


     


    

 


13.4        Time.
Time is of the essence with respect to this Agreement.


 


13.5        Reformation
and Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent
possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties,
and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity,
legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.


 


13.6        Further
Acts and Assurances. From and after the Closing, Seller and Buyer agrees that each will act in a manner supporting compliance,
including compliance by its Affiliates, with all of its obligations under this Agreement and, from time to time, shall, at the
request of another party hereto, and without further consideration, cause the execution and delivery of such other instruments
of conveyance, transfer, assignment or assumption and take such other action or execute such other documents as such party may
reasonably request in order more effectively to convey, transfer to and vest in Seller, and to put Seller in possession of, all
Assigned Assets and Assigned Liabilities, and to convey, transfer to and vest in Seller and Buyer, and to them in possession of,
the Purchase Price Securities and the Assets (respectively), and, in the case of any contracts and rights that cannot be effectively
transferred without the consent or approval of another person that is unobtainable, to use its best reasonable efforts to ensure
that Seller receives the benefits thereof to the maximum extent permissible in accordance with applicable law or other applicable
restrictions, and shall perform such other acts which may be reasonably necessary to effectuate the purposes of this Agreement.


 


13.7        Entire
Agreement; Amendments. This Agreement contains the entire understanding of the parties relating to the subject matter contained
herein. This Agreement cannot be amended or changed except through a written instrument signed by all of the parties hereto and
by the PrivateCo. No provisions of this Agreement or any rights hereunder may be waived by any party without the prior written
consent of the PrivateCo.


 


13.8        Assignment.
No party may assign his, her or its rights or obligations hereunder, in whole or in part, without the prior written consent of
the other parties.


 


13.9        Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect
to principles of conflicts or choice of laws thereof.


 


13.10      Counterparts.
This Agreement may be executed in one or more counterparts, with the same effect as if all parties had signed the same document.
Each such counterpart shall be an original, but all such counterparts taken together shall constitute a single agreement. In the
event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile
signature page was an original thereof.


 




     


     


    

 


13.11      Section
Headings and Gender. The section headings used herein are inserted for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other genders,
whether used in the masculine, feminine or neuter and the singular shall include the plural, and vice versa, whenever and as often
as may be appropriate.


 


13.12      Third-Party
Beneficiary. Each of Seller and Buyer acknowledges and agrees that this Agreement is entered into for the express benefit of
the PrivateCo, and that the PrivateCo is relying hereon and on the consummation of the transactions contemplated by this Agreement
in entering into and performing its obligations under the Share Exchange Agreement, and that the PrivateCo shall be in all respects
entitled to the benefit hereof and to enforce this Agreement as a result of any breach hereof.


 


13.13      Specific
Performance; Remedies. Each of the parties to this Agreement acknowledges and agrees that, if any provision of this Agreement
is not performed in accordance with its specific terms or is otherwise breached, irreparable damages would be incurred by the other
parties to this Agreement and by the PrivateCo. Accordingly, the parties to this Agreement agree that any party or the PrivateCo
will be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and its terms and provisions in any action instituted in any court of the United States or any state thereof having
jurisdiction over the parties and the matter, subject to Section 13.9, in addition to any other remedy to which they may be entitled,
at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative
and are in addition to any other rights, obligations or remedies otherwise available at law or in equity, and nothing herein will
be considered an election of remedies.


 


13.14      Submission
to Jurisdiction; Process Agent; No Jury Trial.


 


(a)          Each
party to the Agreement hereby submits to the jurisdiction of any state or federal court sitting in the County of Clark in the State
of Nevada, in any action arising out of or relating to this Agreement, and agrees that all claims in respect of the action may
be heard and determined in any such court. Each party to the Agreement also agrees not to bring any action arising out of or relating
to this Agreement in any other court. Each party to the Agreement agrees that a final judgment in any action so brought will be
conclusive and may be enforced by action on the judgment or in any other manner provided at law or in equity. Each party to the
Agreement waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other
security that might be required of any other party with respect thereto.


 




     


     


    

 


(b)          EACH
PARTY TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT
OR ANY OTHER AGREEMENTS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREBY. The scope of this waiver is intended to be all encompassing of any and all actions that may be filed in any
court and that relate to the subject matter of the transactions, including contract claims, tort claims, breach of duty claims
and all other common law and statutory claims. Each party to the Agreement hereby acknowledges that this waiver is a material inducement
to enter into a business relationship and that they will continue to rely on the waiver in their related future dealings. Each
party to the Agreement further represents and warrants that it has reviewed this waiver with its legal counsel, and that each knowingly
and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In
the event of commencement of any action, this Agreement may be filed as a written consent to trial by a court.


 


13.15      Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any
reference to any federal, state, local or foreign law will be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” The words “this Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole
and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty
and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty
or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity) which that party has not breached will not detract from
or mitigate the fact that such party is in breach of the first representation, warranty or covenant.


 


[Signature Page Follows This Page]


  




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have duly executed this Split-Off Agreement as of the date and year above written.


 


	 	BUYER:
	 	 	 
	 	
        HO WAH GENTING GROUP LIMITED

        (formerly named COMPUTRON, INC.)

	 	 	 
	 	By: 	/s/ David Breier
	 	Name:  David Breier
	 	Title:  President and CEO
	 	 	 
	 	SELLER:
	 	 	 
	 	/s/David Breier
	 	David Breier