PROPERTY MANAGEMENT AGREEMENT


 


THIS
PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and
entered into as of  October 6, 2017, by and among Majulah Investment, Inc., a Delaware corporation, (“Managing
Agent”), and JLA Holdings PTE LTD, a People’s  Republic of China corporation, (the
“Company”),                 ( “Owner”).


 


W
I T N E S S E T H:


 


WHEREAS,
Owner   desires to engage Managing Agent to manage property located at Block 13A Yongtaiyuan, Haidian District,
Beijing, PRC with a GFA of 4,974.25 square meters (    the “Property”), (the
“Managed Premises”); and


 


WHEREAS,
Owner and Managing Agent wish to enter in to this Agreement with respect to services performed and fees due with respect to
such services upon Managing Agent becoming a Securities and Exchange Act reporting company.


 


NOW, THEREFORE,
in consideration of the premises and the agreements herein contained, Owner and Managing Agent hereby agree as follows:


 


1.                                     
Engagement.  Subject to the terms and conditions hereinafter set forth,
Owner hereby wishes to engage Managing Agent to provide the property management and administrative services with respect to the
Managed Premises contemplated by this Agreement.  Managing Agent hereby accepts such  engagement as managing agent
and agrees to devote such time, attention and effort as may be appropriate to operate and manage the Managed Premises in a diligent,
orderly and efficient manner.  Managing Agent may subcontract out some or all of its obligations hereunder to third parties;
provided, however, that, in any such event, Managing Agent shall be and remain primarily liable to Owner for performance hereunder.


 


Notwithstanding anything to the contrary set
forth in this Agreement, the services to be provided by Managing Agent hereunder shall exclude all services (including, without
limitation, any garage management or cafeteria management services).


 


2.            
General Parameters.  Any or all services may be performed or goods purchased by Managing Agent under arrangements
jointly with or for other properties owned or managed by Managing Agent and the costs shall be reasonably apportioned.  Managing
Agent may employ personnel who are assigned to work exclusively at the Managed Premises or partly at the Managed Premises and
other buildings owned and/or managed by Managing Agent.  Wages, benefits and other related costs of centralized accounting
personnel and employees employed by Managing Agent and assigned to work exclusively or partly at the Managed Premises shall be
fairly apportioned and reimbursed, pro rata, by Owner in addition to the Fee and Construction Supervision Fee (each as defined
in Section 6).


 


 


1






  


3.                                     
Duties.  Without limitation, Managing Agent agrees to perform the following
specific duties:


 


(a)                                
To seek tenants for the Managed Premises in accordance with market rents and to negotiate
leases, including renewals thereof, and to lease space to tenants, at rentals, and for periods of occupancy all on market terms. 
To employ appropriate means in order that the availability of rental space is made known to potential tenants, including, but not
limited to, the employment of brokers.  The brokerage and legal expenses of negotiating such leases and leasing such space
shall be paid by the applicable Owner.


 


(b)                                
To collect all rents and other income from the Managed Premises and to give receipts therefor,
both on behalf of Owner, and deposit such funds in such banks and such accounts as are named, from time to time, by Owner, in
agency accounts for and under the name of Owner.  Managing Agent shall be empowered to sign disbursement checks on these
accounts.  Managing Agent may also use pooled bank accounts for the benefit of Owner and other Owners for whom the Managing
Agent provides services, provided separate records and accountings of such funds are maintained.


 


(c)                                 
To make contracts for and to supervise any repairs and/or alterations to the Managed Premises,
including tenant improvements on reasonable commercial terms.


 


(d)                                
For Owner’s account and at its expense, to hire, supervise and discharge employees as
required for the efficient operation and maintenance of the Managed Premises.


 


(e)                                 
To obtain, at Owner’s expense, appropriate insurance for the Managed Premises protecting
Owner and Managing Agent while acting on behalf of Owner against all normally insurable risks relating to the Managed Premises
and complying with the requirements of Owner’s mortgagee, if any, and to cause the same to be provided and maintained by all
tenants with respect to the Managed Premises to the extent required by the terms of such tenants’ leases.  Notwithstanding
the foregoing, Owner may determine to purchase insurance directly for their own account.


 


(f)                                  
To promptly notify the applicable Owner’s insurance carriers, as required by the applicable
policies, of any casualty or injury to person or property at the Managed Premises, and complete customary reports in connection
therewith.


 


(g)                                 
To procure all supplies, other materials and services as may be necessary for the proper operation
of the Managed Premises, at Owner’ expense.


 


2












(h)                                
To pay promptly from rental receipts, other income derived from the Managed Premises, or other
monies made available by Owner for such purpose, all costs incurred in the operation of the Managed Premises which are expenses
of Owner hereunder, including wages or other payments for services rendered, invoices for supplies or other items furnished in
relation to the Managed Premises, and pay over forthwith the balance of such rental receipts, income and monies to Owner or as
Owner shall from time to time direct.  In the event that the sum of the expenses to operate and the compensation due Managing
Agent exceeds gross receipts in any month and no excess funds from prior months are available for payment of such excess, Owner
shall pay promptly the amount of the deficiency thereof to Managing Agent upon receipt of statements therefor.


 


(i)                                    
To keep Owner apprised of any material developments in the operation of the Managed Premises.


 


(j)                                   
To establish reasonable rules and regulations for tenants of the Managed Premises.


 


(k)                                
On behalf of and in the name of Owner, to institute or defend, as the case may be, any and
all legal actions or proceedings relating to the operation of the Managed Premises.


 


(l)                                    
To maintain the books and records of Owner reflecting the management and operation of the
Managed Premises, making available for reasonable inspection and examination by Owner or their representatives all books, records
and other financial data relating to the Managed Premises at the place where the same are maintained.


 


(m)                            
To prepare and deliver seasonably to tenants of the Managed Premises such statements of expenses
or other information as shall be required on the landlord’s part to be delivered to such tenants for computation of rent,
additional rent, or any other reason.


 


(n)                                
To aid, assist and cooperate with Owner in matters relating to taxes and assessments and
insurance loss adjustments, notify Owner of any tax increase or special assessments relating to the Managed Premises and to enter
into contracts for tax abatements services.


 


(o)                                
To provide such emergency services as may be required for the efficient management and operation
of the Managed Premises on a twenty-four (24)-hour basis.


 


(p)                                
To enter into contracts on commercially reasonable terms for utilities (including, without
limitation, water, fuel, electricity and telephone) and for building services (including, without limitation, cleaning of windows,
common areas and tenant space, ash, rubbish and garbage hauling, snow plowing, landscaping, carpet cleaning and vermin extermination),
and for other services as are appropriate to the Managed Premises. 







 


3









(q)                                
To seek market terms for all items purchased or services contracted by it under this Agreement.


 


(r)                                   
To take such action generally consistent with the provisions of this Agreement as Owner might
with respect to the Managed Premises if personally present.


 





4.                                     
Authority.  Owner gives to Managing Agent the authority and powers to perform
the foregoing duties on behalf of Owner and authorize Managing Agent to incur such reasonable expenses, as contemplated in Sections
2, 3 and 5 on behalf of Owner as are necessary in the performance of those duties.


 


5.                                     
Special Authority of Managing Agent.  In addition to, and not in limitation
of, the duties and authority of Managing Agent contained herein, Managing Agent shall perform the following duties:


 


(a)                                
Terminate tenancies and sign and serve in the name of Owner such notices therefor as may
be required for the proper management of the Managed Premises.


 


(b)                                
At Owner’s expense, institute and prosecute actions to evict tenants and recover possession
of rental space, and recover rents and other sums due; and when expedient, settle, compromise and release such actions or suits
or reinstate such tenancies.


 


6.                                     
Compensation.


 


(a)                                
In consideration of the services to be rendered by Managing Agent hereunder, Owner agrees
to pay and Managing Agent agrees to accept as its compensation (i) a management fee (the “Fee”) equal to
12.5% of the gross collected rents actually received by Owner from the Managed Premises, such gross rents to include all fixed
rents, percentage rents, additional rents, operating expense and tax escalations, and any other charges paid to Owner in connection
with occupancy of the Managed Premises, but excluding any amounts collected from tenants to reimburse Owner for the cost of capital
improvements or for expenses incurred in curing any tenant default or in enforcing any remedy against any tenant; and (ii) a
construction supervision fee, the (Construction Supervision Fee) in connection with all interior and exterior construction
renovation or repair activities at the Managed Premises, including, without limitation, all tenant and capital improvements in,
on or about the Managed Premises, undertaken during the term of this Agreement, other than ordinary maintenance and repair, equal
to five percent (5%) of the cost of such construction which shall include the costs of all related professional services and the
cost of general conditions.


 


(b)                                
Unless otherwise agreed, the Fee shall be due and payable monthly, in arrears based on a reasonable
annual estimate or budget with an annual reconciliation within thirty (30) days after the end of each calendar year.  The
Construction Supervision Fee shall be due and payable periodically, as agreed by
Managing Agent and Owner, based on actual costs incurred to date.


 


4









(c)                                 
Notwithstanding anything herein to the contrary, Owner shall reimburse Managing Agent for
reasonable travel expenses incurred when traveling to and from the Managed Premises while performing its duties in accordance with
this Agreement; provided, however, that reasonable travel expenses shall not include expenses incurred for travel to and from the
Managed Premises by personnel assigned to work exclusively at the Managed Premises.


 


(d)                                
Managing Agent shall be entitled to no other additional compensation, whether in the form
of commission, bonus or the like for its services under this Agreement.  Except as otherwise specifically provided herein
with respect to payment by Owner of legal fees, accounting fees, salaries, wages, fees and charges of parties hired by Managing
Agent on behalf of Owner to perform operating and maintenance functions in the Managed Premises, and the like, if Managing Agent
hires third parties to perform services required to be performed hereunder by Managing Agent without additional charge to Owner,
Managing Agent shall (except to the extent the same are reasonably attributable to an emergency at the Managed Premises) be responsible
for the charges of such third parties.


 


7.                                     
Term of Agreement. This Agreement shall continue in force and effect until January
31, 2023, and, on December 31 of each year after the effective date of this Agreement (each, an “Extension Date”),
the term of this Agreement shall be automatically extended an additional year so that the term of this Agreement thereafter ends
on the twentieth anniversary of such Extension Date.


 


Notwithstanding any other provision of this
Agreement to the contrary, this Agreement, or any extension thereof, may be terminated prior to the expiration of the term:


 


(a)                                
by the Company (on behalf of itself and Owner), (i) upon sixty (60) days prior
written notice to Managing Agent (such termination, a “Termination for Convenience”), (ii) for Cause, immediately
upon written notice to Managing Agent (such termination, a “Termination for Cause”), (iii) for a Performance
Reason, upon written notice to Managing Agent given within sixty (60) days after the end of the calendar year giving rise to such
Performance Reason (such termination, a “Termination for Performance”), or (iv) by written notice at any
time during the twelve (12) month period immediately following the date a Managing Agent Change of Control occurred; or


 


(b)                                
by Managing Agent, for Good Reason, upon sixty (60) days prior written notice to the
Company (or ninety (90) days if the Company takes steps to cure any relevant default within thirty (30) days of written notice
to the Company).


 


Any notice of termination shall include the reason for such termination.


 


In the
event of a Termination for Convenience by the Company or a termination by Managing Agent pursuant to Section 7(b),
the Company shall pay Managing Agent an amount in cash (the “Full Termination Fee”) equal to the sum of the present
values of monthly future fees payable for the remaining term. 


 


5









 


In the event of a Termination for Performance,
the Company shall pay Managing Agent an amount in cash (the “Performance Termination Fee”) equal to the sum of
the present values of Monthly Future Fees payable for the first one hundred twenty (120) months of the Remaining Term.


 


No Full Termination Fee or Performance Termination
Fee shall be payable in the event of termination by the Company pursuant to Section 7(a)(ii) (Termination For
Cause) or Section 7(a)(iv) (following a Managing Agent Change of Control).


 


The provisions of this Section 7
shall not apply as a limitation on the amount which may be paid by agreement of the Company and Managing Agent in connection with
a transaction pursuant to which any assets or going business values of Managing Agent are acquired by the Company in association
with termination of this Agreement and the Full Termination Fee or the Performance Termination Fee, as applicable, is in addition
to any amounts otherwise payable to Managing Agent under this Agreement as compensation for services and for expenses of or reimbursement
due to Managing Agent through the date of termination.


 


8.                                     
Termination.  Upon termination of this Agreement with respect to any of
the Managed Premises for any reason whatsoever, Managing Agent shall as soon as practicable turn over to Owner all books, papers,
funds, records, keys and other items relating to the management and operation of such Managed Premises, including, without limitation,
all leases in the possession of Managing Agent and shall render to Owner a final accounting with respect thereto through the date
of termination.  Owner shall be obligated to pay all compensation for services rendered by Managing Agent hereunder prior
and up to the effective time of such termination, including, without limitation, any Fees and Construction Supervision Fees, and
shall pay and reimburse to Managing Agent all expenses and costs incurred by Managing Agent prior and up to the effective time
of such termination which are otherwise payable or reimbursable to Managing Agent pursuant to the terms of this Agreement (collectively,
“Accrued Fees”).  The amount of such fees paid as compensation pursuant to the foregoing sentence shall be
subject to adjustment in accordance with the annual reconciliation contemplated by Section 6(b) and consistent
with past practices in performing such reconciliation.


 


A computation of all Accrued Fees and of the
Termination Fee, if any, due upon termination shall be delivered by Managing Agent to the Company within thirty (30) days following
the effective date of termination. The Accrued Fees and, to the extent applicable, the Full Termination Fee or Performance Termination
Fee, due upon termination shall be payable within ten (10) business days following the delivery to the Company of such computation.






 


6









In addition to other actions on termination
of this Agreement, for up to one hundred twenty (120) days following the date of notice of a termination of this Agreement, Managing
Agent shall cooperate with the Company and the Owner and use commercially reasonable efforts to facilitate the orderly transfer
of management of the Managed Premises.  In connection therewith Managing Agent shall assign to the Company, to one or more
Owners, or to their designee(s), as directed by the Company, and the Company, such Owner(s) or their designee(s) shall
assume, all contracts entered into by Managing Agent pursuant to this Agreement, but excluding all insurance contracts, and multi-property
contracts not limited in scope to the Managed Premises and all contracts with affiliates of Managing Agent.  Managing Agent
shall also transfer to the Company all proprietary information with respect to the Company and/or the Owner.  Additionally,
the Company, one or more Owners, or their designee(s) shall have the right to offer employment to any employee of Managing
Agent whom Managing Agent proposes to terminate in connection with a Covered Termination and Managing Agent shall cooperate with
the Company, such Owner, or their designee(s) in connection therewith.


 


9.                                     
Assignment of Rights and Obligations.


 


(a)                                
Without Owner’s prior written consent, Managing Agent shall not sell, transfer, assign
or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of
its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted
in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owner. Notwithstanding the foregoing,
Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of parent so long as such
subsidiary is then and remains controlled by parent.


 


(b)                                
Owner, without Managing Agent’s consent, may not assign their respective rights or delegate
their respective obligations hereunder.


 


(c)                                 
Any assignment permitted hereunder shall not release the assignor hereunder.


 


10.                              
Indemnification and Insurance.


 


(a)                                
Owner agrees to defend, indemnify and hold harmless Managing Agent from and against all costs,
claims, expenses and liabilities (including reasonable attorneys’ fees) arising out of Managing Agent’s performance of
its duties in accordance with this Agreement including, without limitation, injury or damage to persons or property occurring in,
on or about the Managed Premises and violations or alleged violations of any law, ordinance, regulation or order of any governmental
authority regarding the Managed Premises except any injury, damage or violation resulting from Managing Agent’s fraud, gross
negligence or willful misconduct in the performance of its duties hereunder.


 


7






 


 


(b)                                
Owner and Managing Agent shall maintain such commercially reasonable insurance as shall from
time to time be mutually agreed by Owner and Managing Agent.


 


11.                              
Notices.  Any notice, report or other communication required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, upon confirmation
of receipt when transmitted by facsimile transmission, on the next business day if transmitted by a nationally recognized overnight
courier or on the third (3rd) business day following mailing by first class mail, postage prepaid, in each case as follows (or
at such other United States address or facsimile number for a party as shall be specified by like notice):


 


If to the Company or the Owner:


 


JLA HOLDINGS PTE. LTD.

Building 7


No. 1220 Jiangning Road

Shanghai 200060, PRC

Attn:  Jonathan Lim 




 


 


 


If to Managing Agent:


 


Majulah Investment, Inc.

276 5th Avenue, Suite 704


New York, New York, 10001


Attn: Ding Jie Lin





 


8









 


12.                              
Limitation of Liability.  No trustee, officer, shareholder, employee or
agent of such Owner shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, such
Owner.  All persons and entities dealing with such Owner, in any way, shall look only to the respective assets of such Owner
for the payment of any sum or the performance of any obligation of such Owner.  In any event, all liability of such Owner
hereunder is limited to the interest of such Owner in the Managed Premises and, in the case of Managing Agent, to its interest
hereunder.


 


13.                              
 Disposition of Property.  This Agreement shall automatically terminate
with respect to the foregoing property disposed of by Owner in the ordinary course of business, effective upon such disposition.


 


14.                              
Modification of Agreement.  This Agreement may not be modified, altered
or amended in any manner except by an amendment in writing, duly executed by the parties hereto.


 


15.                              
Independent Contractor.  This Agreement is not one of general agency by
Managing Agent for Owner, but Managing Agent is being engaged as an independent contractor.  Nothing in this Agreement is
intended to create a joint venture, partnership, tenancy-in-common or other similar relationship between Owner and Managing Agent
for any purposes whatsoever.


 


16.                              
Governing Law.  The provisions of this Agreement and any Dispute (as defined
below), whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to principles of conflicts of law.


 


17.                              
Successors and Assigns.  This Agreement shall be binding upon, and inure
to the benefit of, any successors or permitted assigns of the parties hereto as provided herein.


 


18.                              
No Third Party Beneficiary.  Except as otherwise provided in Section 21(i),
no person or entity other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of
this Agreement.


 


9






 


 


19.                              
Severability.  If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in
any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining
provisions hereof.


 


20.                              
Survival.  Except for Sections 1 through 5 and Section 13,
all other provisions of this Agreement shall survive the termination hereof.  Any termination of this Agreement shall be without
prejudice to the rights of the parties hereto accrued prior to the termination or upon termination.





  


21.                              
Consent to Jurisdiction and Forum.  The
exclusive jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall lie in any federal
or state court located in Delaware.  By execution and delivery of this Agreement, each party hereto irrevocably submits to
the jurisdiction of such courts for itself and in respect of its property with respect to such action. The parties irrevocably
agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient
forum for the resolution of such action.  The parties further agree and consent to the service of any process required by
any such court by delivery of a copy thereof in accordance with Section 11 and that any such delivery shall constitute
valid and lawful service of process against it, without necessity for service by any other means provided by statute or rule of
court. 


 


22.                               Entire
Agreement.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof and supersedes any pre-existing agreements with respect to such subject matter.  This Agreement
constitutes an integral part of, and a condition to, the transactions contemplated by the Transaction Agreement entered into
as of the date hereof by and among the Company and Managing Agent.


 


 


[Signature Page To Follow.]


 


10






 


 


IN WITNESS
WHEREOF, the parties hereto have executed this Property Management Agreement as a sealed instrument as of the date above
first written.


 


 


	 	MANAGING AGENT:
	 	 
	 	 
	 	MAJULAH INVESTMENT, INC.
	 	 	 
	 	 	 
	 	By:	/s/
    Ding Jie Lin
	 	 	Name:	Ding Jie Lin
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	OWNER:
	 	 
	 	 
	 	JLA HOLDINGS PTE LTD
	 	 
	 	 
	 	By:	/s/
    Jonathan Lim
	 	 	Name:	Jonathan Lim 
	 	 	Title:	President
	 	 	 
	 	 
	 	 


 


[Signature Page to the Property Management
Agreement]