Exhibit 10.1


 


SHARE EXCHANGE AGREEMENT


 


This SHARE EXCHANGE
AGREEMENT (hereinafter referred to as "this Agreement") dated as of March 18, 2019, by and among WeConnect Tech International,
Inc., a Nevada corporation ("WECT" or the "Company"), GF Offshorre Sdn. Bhd., a private limited corporation
incorporated under the laws of Malaysia ("GF"), and each of the undersigned parties (each, an "Investor," and
collectively, the "Investors").


 


WITNESSETH: 


 


WHEREAS, GF is engaged in the business of
supplying petroleum oil and gas products;


 


WHEREAS, WECT desires
to acquire from the Investors, and the Investors desire to sell, up to Sixty Percent (60%) of GF, or up to Three Million Six Hundred
Sixty Thousand (3,660,000) shares of the issued and outstanding ordinary shares of GF ("GF Ordinary Stock"), in consideration
of up to Ninety Million (90,000,000) shares of WECT's common stock, par value $0.001 ("Common Stock"), at a value of
$0.10 per share of Common Stock (the "Exchange"), on the terms and conditions set forth below;


 


WHEREAS, the parties
herein desire the Exchange to be a tax-free exchange under the Internal Revenue Code.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual representations, warranties and agreements set forth herein, the parties hereto
agree as follows:


 


ARTICLE I

Definitions


 


In addition to terms
defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings indicated below:


 


"Affiliate" shall mean
with respect to a specified Person, any other Person which, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with such Person, and without limiting the generality of the foregoing, includes,
with respect to a Person (a) any other Person which beneficially owns or holds ten percent (10%) or more of any class of voting
securities or other securities convertible into voting securities of such Person or beneficially owns or holds ten percent (10%)
or more of any other equity interests in such Person, (b) any other Person with respect to which such Person beneficially owns
or holds ten percent (10%) or more of any class of voting securities or other securities convertible into voting securities of
such Person, or owns or holds ten percent (10%) or more of the equity interests of the other Person, and (c) any director
or senior officer of such Person. For purposes of this definition, the term "control" (including, with correlative meanings,
the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise.


 


"Agreement" shall mean
this Share Exchange Agreement together with all exhibits and schedules referred to herein, which exhibits and schedules are incorporated
herein and made a part hereof.


 


"Closing" shall have the meaning set forth
in Section 2.2.


 


"Closing Date" shall mean the date that the
Closing takes place.


 


"Code" shall mean the Internal Revenue Code
of 1986, as amended.


 


"Commission or SEC" shall mean the United States
Securities and Exchange Commission.


 


"Commission Reports" shall
mean the Forms 10-K, 10-Q, 8-K, and other Commission filings required by the Securities Exchange Act of 1934, as amended, and Securities
Act of 1933, as amended, which have been filed by the Company with the Commission as at the date of this Agreement.


 


 


 






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"Company" shall have the meaning set forth
in the recitals.


 


"Company Common Stock"
shall mean the common stock of the Company at par value of USD $0.001 per share.


 


"Confidential Information"
means any information concerning the businesses and affairs of GF or the Company that is not already generally available to the
public.


 


"Consideration" shall
mean the consideration of Ninety Million (90,000,000) shares of the Company's Common Stock, par value $0.001 to be issued by the
Company to the Investors for the acquisition by the Company of Three Million Six Hundred Sixty Thousand (3,660,000) shares of the
GF Ordinary Stock (representing approximately 60% of the total issued and outstanding shares of the GF Ordinary Stock).


 


"Effective Time" shall have the meaning set
forth in Section 2.3.


 


"Environmental Laws" shall
mean (i) the common law, and (ii) any and all federal, state and local statutes, regulations, rules, orders, ordinances or permits
of any governmental authority which pertain to health, the environment, wildlife and natural resources in effect in any and all
jurisdictions in which the applicable company conducts business.


 


"Exchange" shall have the meaning set forth
in the recitals.


 


"Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.


 


"Exchange Documents" shall have the meaning
set forth in Section 3.2.


 


"Financial Statements"
shall mean GF's balance sheets, statement of operations, changes in stockholders' equity and cash flow as of and for the fiscal
years ended June 30, 2018 and 2017, and the six months ended December 31, 2018. Financial statements for the years ended June
30, 2018 and 2017, shall be audited by an auditor acceptable to WECT in its discretion.


 


"GAAP" shall mean United States generally accepted
accounting principles.


 


"GF" shall mean GF Offshorre Sdn. Bhd. (Company No.:
1038543-V), a private limited company incorporated under the laws of Malaysia having its registered office at No. 29-3, Jalan Kenari
1, Bandar Puchong Jaya, Puchong, Selangor, Malaysia.


 


"GF Certificates" shall
have the meaning set forth in Section 2.4.


 


"GF Ordinary Stock" shall
mean the ordinary stock of GF.


 


"Guaranty" shall mean,
as to any Person, all liabilities or obligations of such Person, with respect to any indebtedness or other obligations of any other
Person, which have been guaranteed, directly or indirectly, in any manner by such Person, through an agreement, contingent or otherwise,
to purchase such indebtedness or obligation, or to purchase or sell property or services, primarily for the purpose of enabling
the debtor to make payment of such indebtedness or obligation or to guarantee the payment to the owner of such indebtedness or
obligation against loss, or to supply funds to or in any manner invest in the debtor.


 


"Investor Representative" shall have the meaning
set forth in Section 2.6.


 


"Investors" shall have the meaning set forth
in the recitals.


 


 


 






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"Investments" shall mean,
with respect to any Person, all advances, loans or extensions of credit to any other Person (except for extensions of credit to
customers in the ordinary course of business), all purchases or commitments to purchase any stock, bonds, notes, debentures or
other securities of any other Person, and any other investment in any other Person, including partnerships or joint ventures (whether
by capital contribution or otherwise) or other similar arrangement (whether written or oral) with any Person, including, but not
limited to, arrangements in which (i) the first Person shares profits and losses of the other Person, (ii) any such other Person
has the right to obligate or bind the first Person to any third party, or (iii) the first Person may be wholly or partially liable
for the debts or obligations of such partnership, joint venture or other entity.


 


"Knowledge" shall mean,
in the case of any Person who is an individual, knowledge that a reasonable individual under similar circumstances would have after
such reasonable investigation and inquiry as such reasonable individual would under such similar circumstances make, and in the
case of a Person other than an individual, the knowledge that a senior officer, director or manager of such Person, or any other
Person having responsibility for the particular subject matter at issue of such Person, would have after such reasonable investigation
and inquiry as such senior officer, director, manager or responsible Person would under such similar circumstances make.


 


"Law" and "Laws"
shall mean any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order or other requirement or
rule of law.


 


"Liabilities"
shall mean any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, fixed
or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise,
including, without limitation, liabilities on account of taxes, other governmental charges or Litigation, whether or not of a
kind required by GAAP or International Financial Reporting Standards, as applicable, to be set forth on a financial statement.


 


"Litigation" shall mean any actions, suits,
investigations, claims or proceedings.


 


"Material Adverse Effect"
shall mean any event or condition of any character which has had or could reasonably be expected to have a material adverse effect
on the condition (financial or otherwise), results of operations, assets, liabilities, properties, or business of the Company or
GF, as applicable.


 


"Person" shall mean any
natural person, corporation, unincorporated organization, partnership, association, limited liability company, joint stock company,
joint venture, trust or government, or any agency or political subdivision of any government or any other entity.


 


"Securities Act" shall mean the Securities
Act of 1933, as amended.


 


"Sold GF Stock" shall have the meaning set
forth in Section 2.4.


 


"Subsidiary" of any Person
shall mean any Person, whether or not capitalized, in which such Person owns, directly or indirectly, an equity interest of more
than fifty percent (50%), or which may effectively be controlled, directly or indirectly, by such Person.


 


"Tax" and "Taxes"
shall mean (i) all income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer,
payroll, withholding, severance, occupation, social security, unemployment compensation, alternative minimum, value added, intangibles
or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by
withholding), together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any governmental
or regulatory authority with respect thereto, (ii) any liability for the payment of any amounts of the type described in (i) as
a result of being a member of a consolidated, combined, unitary or aggregate group for any Taxable period, and (iii) any liability
for the payment of any amounts of the type described in (i) or (ii) as a result of being a transferee or successor to any person
or as a result of any express or implied obligation to indemnify any other Person.


 


"Tax Returns" shall mean
returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting
schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection
of any Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.


 


 


 






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"Termination Date" shall have the meaning set
forth in Section 6.6.


 


The words "hereof", "herein"
and "hereunder" and the words of similar import shall refer to this Agreement as a whole and not to any particular provision
of this Agreement. The terms defined in the singular shall have a comparable meaning when used in the plural and vice versa.


 


ARTICLE II


 


Transactions; Terms of Share Exchange;
Manner of Exchange 


 


2.1Exchange of Shares. Subject to the terms and
conditions of this Agreement, at the Effective Time (as defined below):


 


(a)             
At the direction of the Investor Representative, the Company shall issue to the Investors up to an aggregate of 90,000,000
shares of Company Common Stock in accordance with Section 2.4 hereof;


 


(b)            
Each Investor shall deliver to the Company the original GF Certificates evidencing the Sold GF Stock and all appropriately
executed transfer documents in favor of the Company, in order to effectively transfer to the Company the right, title and interest
in and to the Sold GF Stock;


 


(c)           
the Exchange shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the Boards
of Directors of the Company; and


 


(d)          
the Securities issued by the Company in connection with this Share Exchange Agreement are issued pursuant to the exemption
from registration contained in Regulation S of the Securities Act of 1933.


 


2.2Time and Place of Closing.
The closing of the transactions contemplated hereby (the "Closing") will take place at 10:00 A.M. on the date following
the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby
as set forth in Article VI (other than conditions with respect to actions the respective parties will take at the Closing itself)
(the "Closing Date"). The Closing shall be held at the principal office of the Company, or at such other location or
time as may be mutually agreed upon by the parties. The parties agree to take all necessary and prompt actions so as to complete
the Closing on or before July 31 , 2019, or at such other date as may be agreed to by the parties in writing.


 


2.3Effective Time. The Exchange
and other transactions contemplated by this Agreement shall become effective on the Closing Date (the "Effective Time").


 


2.4Exchange of Shares. At
the Closing, the Investors shall surrender all the share certificates or records which represent in the aggregate of Three
Million Six Hundred Sixty Thousand (3,660,000) shares of the GF Ordinary Stock (representing up to 60% of the total issued
and outstanding shares of GF Ordinary Stock) (collectively, the "Sold GF Stock") immediately prior to the Closing
Date (the "GF Certificates"), and the respective Investors shall, subject to the provisions of Section 5.2 hereof,
at the Effective Time receive in exchange therefor that number of shares of the Company Common Stock at an exchange ratio of
One GF Ordinary Stock for 24.5902 shares of the Company Common Stock.


 


2.5Legend On Securities.
Each certificate for the shares of the Company Common Stock to be issued to any of the Investors as part of the Consideration shall
bear substantially the following legend:


 


"THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR THE SECURITY
LAWS OF ANY STATE OF THE UNITED STATES. THEY MAY NOT BE SOLD, OFFERRED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS,
OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM STATE SECURITIES LAWS. HEDGING TRANSACTION INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLAINCE WITH THE U.S. SECURITIES ACT".


 


 


 






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2.6Investor Representative. The Investors hereby
designate Mahendran A/L Chellarorai to serve as the investor representative (the "Investor Representative"). The Investors
agree that: (i) the instructions of the Investor Representative to the Company and the acts or omissions of the Investor Representative
shall be conclusively deemed to be the instructions, acts or omissions of all of the Investors, and that the Company shall be entitled
to rely on such instructions, acts or omissions as if such instructions, actions or omissions were received from or performed or
omitted to be performed by all of the Investors; and (ii) all notice and items delivered to the Investor Representative shall be
conclusively deemed delivered to all of the Investors.


 


ARTICLE III


 


Representations and Warranties of
the Company


 


In order to induce the Investors to
enter into this Agreement and to consummate the transactions contemplated hereby, the Company makes the representations and
warranties set forth below to GF and the Investors.


 


3.1Organization. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite corporate
power and authority to carry on its business as presently conducted. The Company is duly qualified to transact business and is
in good standing as a foreign corporation in all jurisdictions where the ownership or leasing of its properties or the conduct
of its business requires such qualification except where the failure to so qualify would not have a Material Adverse Effect on
the Company.


 


3.2Authorization; Enforceability. The
execution, delivery and performance of this Agreement by the Company and all other agreements to be executed, delivered and
performed by the Company pursuant to this Agreement (collectively, the "Exchange Documents") and the consummation
by the Company of the transactions contemplated hereby and thereby have been duly
authorized by all requisite corporate or individual action on the part of the Company. This Agreement and the Exchange
Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligation of the
Company, assuming the due authorization, execution and delivery of this Agreement by the Investors, enforceable in accordance
with their respective terms, except to the extent that their enforcement is limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting the enforcement of creditors' rights generally and by general principles of
equity.


 


3.3No Violation or
Conflict. To the Knowledge of the Company, the execution, delivery and performance of this Agreement and the Exchange
Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby: (a) do not
violate or conflict with any provision of law or regulation (whether federal, state or local) of the United States of
America, or any writ, order or decree of any court or governmental or regulatory authority, or any provision of the Company's
Articles of Incorporation or Bylaws; and (b) do not and will not, with or without the passage of time or the giving of
notice, result in the breach of, or constitute a default (or an event that with notice or lapse of time or both would become
a default), cause the acceleration of performance, give to others any right of termination, amendment, acceleration or
cancellation of or require any consent under, or result in the creation of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to any instrument or agreement to which the Company is a party or by which the Company or
its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at
or prior to the Closing.


 


3.4Consents of Governmental Authorities
and Others. To the Knowledge of the Company, other than in connection with the provisions of the Exchange Act, and the Securities
Act, no consent, approval, order or authorization of, or registration, declaration, qualification or filing with any federal, state
or local governmental or regulatory authority, or any other Person, is required to be made by the Company in connection with the
execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated
hereby, excluding the execution, delivery and performance of this Agreement by the Investors.


 


3.5Conduct
of Business. Since July 31, 2018, the Company has conducted its business in the ordinary and usual course consistent with
past practices and there has not occurred any Material Adverse Effect on the Company. Except as disclosed in the Commission
Reports, the Company has not (a) amended its Articles of Incorporation or Bylaws; (b) issued, sold or authorized for issuance
or sale, shares of any class of its securities (including, but not limited to, by way of stock split or dividend) or any
subscriptions, options, warrants, rights or convertible securities or entered into any agreements or commitments of any
character obligating it to issue or sell any such securities; (c) redeemed, purchased or otherwise acquired, directly or
indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such capital
stock; (d) suffered any damage, destruction or loss, whether or not covered by insurance, which has had or could reasonably
be expected to have a Material Adverse Effect; granted or made any mortgage or pledge or subjected itself or any of its
properties or assets to any lien, charge or encumbrance of any kind; (0 made or committed to make any capital expenditures in
excess of USD100,000; (g) become subject to any guaranty; (h) granted any increase in the compensation payable or to become
payable to directors, officers or employees (including, without limitation, any such increase pursuant to any severance
package, bonus, pension, profit-sharing or other plan or commitment); (i) entered into any agreement which would be a
material agreement, or amended or terminated any existing material agreement; (j) to the Knowledge of the Company, been named
as a party in any Litigation, or become the focus of any investigation by any government or regulatory agency or authority;
(k) declared or paid any dividend or other distribution with respect to its capital stock; or (1) to the Knowledge of the
Company, experienced any other event or condition of any character which has had, or could reasonably be expected to have, a
Material Adverse Effect on the Company.


 


 


 






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3.6Litigation. There is no Litigation pending
or, to the Knowledge of the Company, threatened before any court or by or before any governmental or regulatory authority or arbitrator,
(a) affecting the Company (as plaintiff or defendant) or (b) against the Company relating to the Company Common Stock or the transactions
contemplated by this Agreement.


 


3.7Brokers. The Company has not employed any
broker or finder, nor has it nor will it incur, directly or indirectly, any broker's, finder's, investment banking or similar fees,
commissions or expenses in connection with the transactions contemplated by this Agreement or the Exchange Documents.


 


3.8Compliance. To the Knowledge of the Company,
the Company is in compliance with all federal, state, local and foreign laws, ordinances, regulations, judgments, rulings, orders
and other requirements applicable to the Company and its assets and properties. To the Knowledge of the Company, the Company is
not subject to any judicial, governmental or administrative inquiry, investigation, order, judgment or decree.


 


3.9Charter, Bylaws and Corporate
Records. The Commission Reports contain true, correct and complete copies of (a) the Articles of Incorporation of the Company,
as amended and in effect on the date hereof, (b) the Bylaws of the Company, as amended and in effect on the date hereof.


 


3.10 Subsidiaries.
The Company has one Subsidiary, MIG Mobile Tech Bhd.


 


3.11Capitalization. As of the
date of this Agreement, the authorized capital stock of the Company consists of 1,000,000,000 shares of common stock, USD $0.001
par value per share, and 30,000,000 shares of preferred stock, par value $0.001, of which as of the date of this Agreement, 593,610,070
shares of the Company Common Stock and 0 shares of preferred stock are issued and outstanding. All shares of outstanding Company
Common Stock have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable.


 


3.12 Rights,
Warrants, Options. Except as set forth in the Commission Reports, there are no outstanding (a) securities or instruments
convertible into or exercisable for any of the capital stock or other equity 'interests of the Company; (b) options,
warrants, subscriptions, puts, calls, or other rights to acquire capital stock or other equity interests of the Company; or
(c) commitments, agreements or understandings of any kind, including employee benefit arrangements, relating to the issuance
or repurchase by the Company of any capital stock or other equity interests of the Company,
or any instruments convertible or exercisable for any such securities or any options, warrants or rights to acquire such
securities.


 


3.13 Commission Filings
and Financial Statements. To the Company's Knowledge, all of the Commission Reports required to be filed by the Company have
been filed with the Commission for the periods indicated in the definition of Commission Reports, and as of the date filed, each
of the Commission Reports were true, accurate and complete in all material respects and did not omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading. The financial statements included in
the Commission Reports of the Company: (a) have been prepared in accordance with the books of account and records of the Company;
(b) fairly present, and are true, correct and complete statements in all material respects of the Company's financial condition
and the results of its operations at the dates and for the periods specified in those statements; and (c) have been prepared in
accordance with GAAP consistently applied with prior periods.


 


3.14
Absence of Undisclosed Liabilities. Other than as disclosed by the Commission Reports and the financial statements of the
Company included in the Commission Reports, the Company does not have any Liabilities. The Company has no Knowledge of any circumstances,
conditions, events or arrangements which may hereafter give rise to any Liabilities of the Company.


 


3.15
Real Property. The Company does not own any fee simple interest in real property. The Company does not lease, sublease,
or have any other contractual interest in any real property.


 


3.16
Benefit Plans and Agreements. Except as disclosed in the Commission Reports, the Company is not a party to any Benefit Plan
(as defined in Section 4.17) or employment agreement under which the Company currently has an obligation to provide benefits to
any current or former employee, officer, director, consultant or advisor of the Company.


 


3.17
Material Agreements. Except as disclosed in the Commission Reports, the Company has no other material written and oral contracts
or agreements including without limitation any: (i) contract resulting in a commitment or potential commitment for expenditure
or other obligation or potential obligation, or which provides for the receipt or potential receipt, involving in excess of One
Hundred Thousand Dollars (USD100,000.00) in any instance, or series of related contracts that in the aggregate give rise to rights
or obligations exceeding such amount; (ii) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or
commitment for the borrowing or lending of money or encumbrance of assets involving more than One Hundred Thousand Dollars (USD100,000.00)
in each instance; (iii) agreement which restricts the Company from engaging in any line of business or from competing with any
other Person; or (iv) any other contract, agreement, instrument, arrangement or commitment that is material to the condition (financial
or otherwise), results of operation, assets, properties, liabilities, or business of the Company (collectively, and together with
the employment agreements, Employee Benefit Plans and all other agreements required to be disclosed on any schedule to this Agreement,
the "Material Company Agreements").


 


 


 






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3.18 Disclosure.
No representation or warranty of the Company contained in this Agreement, and no statement, report, or certificate furnished by
or on behalf of the Company to Investor pursuant hereto or in connection with the transactions contemplated hereby, contains any
untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein
or therein not misleading or omits to state a material fact necessary in order to provide Investor with full and proper information
as to the business, financial condition, assets, liabilities, and results of operation of the Company and the value of the properties
or the ownership of the Company.


 


ARTICLE IV


 


Representations and Warranties of
the Investors


 


In order to induce
the Company to enter into this Agreement and to consummate the transactions contemplated hereby, GF and each Investor hereby severally
and not jointly makes the representations and warranties set forth below to the Company. The parties agree that except for the
representations and warranties set forth in Sections 4.2, 4.6, 4.9 and 4.20, each representation made by the Investors in this
Article IV is made to the best Knowledge of such Investor.


 


4.1Organization. GF is a
private limited company duly organized, validly existing and in good standing under the laws of Malaysia. GF has all requisite
corporate power and authority to carry on its business as presently conducted. GF is duly qualified to transact business in Malaysia
and is in good standing as a foreign corporation in all jurisdictions where the ownership or leasing of its properties or the conduct
of its business requires such qualification except where the failure to so qualify would not have a Material Adverse Effect on
GF.


 


4.2Authorization; Enforceability. GF and each
Investor have the capacity to execute, deliver and perform this Agreement. This Agreement and all other documents executed and
delivered by GF and Investor pursuant to this Agreement have been duly executed and delivered and constitute the legal, valid and
binding obligations of GF and Investor, as applicable, assuming the due authorization, execution and delivery of this Agreement
by the Company, enforceable in accordance with their respective terms, except to the extent that their enforcement is limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally and
by general principals of equity.


 


4.3No Violation or Conflict. The
execution, delivery and performance of this Agreement and the other documents contemplated hereby by GF and Investor, and the
consummation by Investor of the transactions contemplated hereby: (a) do not violate or conflict with any provision of law or
regulation of Malaysia, or any writ, order or decree of any court or governmental or regulatory authority, or any provision
of GF's memorandum and articles of association; and (b) do not and will not, with or without the passage of time or the
giving of notice, result in the breach of, or constitute a default (or an event that with notice or lapse of time or both
would become a default), cause the acceleration of performance, give to others any right of termination, amendment,
acceleration or cancellation of or require any consent under, or result in the creation of any lien, charge or encumbrance
upon any property or assets of GF pursuant to any instrument or agreement to which GF is a party or by which GF or its
properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or
prior to the Closing.


 


4.4Consents of Governmental
Authorities and Others. No consent, approval or authorization of, or registration, qualification or filing with governmental
or regulatory authority, or any other Person, is required to be made by GF or Investor in connection with the execution, delivery
or performance of this Agreement by GF or Investor, as applicable, or the consummation by GF or Investor of the transactions contemplated
hereby, excluding the execution, delivery and performance of this Agreement by the Company.


 


4.5Litigation. There is
no Litigation pending or threatened before any court or by or before any governmental or regulatory authority or arbitrator (a)
affecting GF (as plaintiff or defendant) or (b) against GF relating to GF Ordinary Stock or the transactions contemplated by this
Agreement.


 


4.6Brokers. None of GF nor
Investor has employed any broker or finder, and has not incurred and will not incur, directly or indirectly, any broker's, finder's,
investment banking or similar fees, commissions or expenses in connection with the transactions contemplated by this Agreement
or the Exchange Documents.


 


 


 






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4.7Compliance. GF is in
compliance with all ordinances, regulations, judgments, rulings, orders and other requirements imposed by the government of the
Malaysia applicable to GF and its assets and properties, except where such noncompliance would not have a Material Adverse Effect
on GF. To the Knowledge of GF and Investor, it is not subject to any judicial, governmental or administrative inquiry, investigation,
order, judgment or decree.


 


4.8Charter, Bylaws and Corporate
Records. The Company has been provided with true, correct and complete copies of (a) the memorandum and articles of association
of GF, as amended and in effect on the date hereof and (b) the minute book of GF (containing all corporate proceedings from the
date of incorporation). Such minute book contains accurate records of all meetings and other corporate actions of the board of
directors, committees of the board of directors, incorporators and shareholders of GF from the date of its incorporation to the
date hereof which were memorialized in writing.


 


4.9
Capitalization. GF has issued and outstanding Six Million One Hundred
Thousand (6,100,000) shares of GF Ordinary Stock. The issued and outstanding shares of GF Ordinary Stock constitute one
hundred percent (100%) of the issued and outstanding capital stock of GF. All of the outstanding shares of GF Ordinary Stock
have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable. There are no dividends
which have accrued or been declared but are unpaid on the capital stock of GF.


 


4.10 Subsidiaries.
GF has no Subsidiaries.


 


4.11Rights, Warrants, Options.
There are no outstanding: (a) securities or instruments convertible into or exercisable for any of the capital stock or other equity
interests of GF; (b) options, warrants, subscriptions or other rights to acquire capital stock or
other equity interests of GF; or (c) commitments, agreements or understandings of any kind, including employee benefit arrangements,
relating to the issuance or repurchase by GF of any capital stock or other equity interests of GF, or any instruments convertible
or exercisable for any such securities or any options, warrants or rights to acquire such securities.


 


4.12 Conduct of
Business. Except as set forth below, since June 30, 2017, GF has conducted its business in the ordinary and usual course consistent
with past practices and there has not occurred any Material Adverse Effect in the condition (financial or otherwise), results of
operations, properties, assets, liabilities, or business of GF. Since June 30, 2017, GF has not (a) amended its memorandum and
articles of association; (b) issued, sold or authorized for issuance or sale, shares of any class of its securities (including,
but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities
or entered into any agreements or commitments of any character obligating it to issue or sell any such securities; (c) redeemed,
purchased or otherwise acquired, directly or indirectly, any shares of its capital stock or any option, warrant or other right
to purchase or acquire any such capital stock; (d) suffered any damage, destruction or loss, whether or not covered by insurance,
which has had or could reasonably be expected to have a Material Adverse Effect on any of its properties, assets, or business;
granted or made any mortgage or pledge or subjected itself or any of its properties or assets to any lien, charge or encumbrance
of any kind; (0 made or committed to make any capital expenditures in excess of USD100,000; (g) become subject to any guaranty;
(h) granted any increase in the compensation payable or to become payable to directors, officers or employees (including, without
limitation, any such increase pursuant to any severance package, bonus, pension, profit-sharing or other plan or commitment); (i)
entered into any agreement which would be a material agreement, or amended or terminated any existing material agreement; (j) been
named as a party in any Litigation, or become the focus of any investigation by any government or regulatory agency or authority;
(k) declared or paid any dividend or other distribution with respect to its capital stock; or (I) experienced any other event or
condition of any character which has had, or could reasonably be expected to have, a Material Adverse Effect on GF.


 


GF issued shares
of its Ordinary Stock as follow:-


 


	Date of Issuance	Ordinary Shares Issued
	October 30, 2017	5,000,000


 


4.13 Taxes.


 


(a)              
all Taxes payable by GF (if any) have been fully and timely paid or are fully provided for;


 


 


 






    	 	8	 



     


    

 


(b)              neither
GF nor any Person on behalf of or with respect to GF has executed or filed any agreements or waivers extending any statute of
limitations on or extending the period for the assessment or collection of any Tax. No power of attorney on behalf of GF with
respect to any Tax matter is currently in force;


 


(c)               GF is not a party to any Tax-sharing
agreement or similar arrangement with any other party (whether or not written), and GF has not assumed any Tax obligations of,
or with respect to any transaction relating to, any other Person, or agreed to indemnify any other Person with respect to any
Tax;


 


(d)               no
Tax Return concerning or relating to GF or its operations has ever been audited by a government or taxing authority, nor is any
such audit in process or pending, and GF has not been notified of any request for such an audit or other examination. To the Knowledge
of Investor, no claim has been made by a taxing authority in a jurisdiction where Tax Returns concerning or relating to GF or
its operations have not been filed, that it is or may be subject to taxation by that jurisdiction;


 


(e)               GF
has never been included in any consolidated, combined, or unitary Tax Return; and


 


(f)                GF has complied
in all material respects with all applicable Laws relating to the payment and withholding of Taxes, and has duly and timely withheld
from employee salaries, wages and other compensation, and has paid over to the appropriate taxing authorities, all amounts required
to be so withheld and paid over for all periods under all applicable laws.


 


4.14 Environmental
Matters. (a) No real property used by GF presently or in the past has been used to manufacture, treat, store, or dispose of
any hazardous substance and such property is free of all such substances such that the condition of the property is in compliance
with applicable Environmental Laws; (b) GF is in compliance with all Environmental Laws applicable to GF or its business as a result
of any hazardous substance utilized by GF in its business or otherwise placed at any of the facilities owned, leased or operated
by GF, or in which GF has a contractual interest; (c) GF has not received any complaint, notice, order, or citation of any actual,
threatened or alleged noncompliance by GF with any Environmental Laws; and (d) there is no Litigation pending or threatened against
GF with respect to any violation or alleged violation of the Environmental Laws, and there is no reasonable basis for the institution
of any such Litigation.


 


(a)4.15Financial
Statements. The Financial Statements shall: (a) have been prepared in accordance with the books of account and records of
GF; (b) fairly present, and are true, correct and complete statements in all material respects of GF's financial condition and
the results of its operations at the dates and for the periods specified in those statements; and (c) have been prepared in accordance
with International Financial Reporting Standards consistently applied with prior periods.


 


4.16 Absence of
Undisclosed Liabilities. Other than as disclosed in the Financial Statements, GF does not have any Liabilities. None of GF
nor Investor has any Knowledge of any circumstances, conditions, events or arrangements which may hereafter give rise to any Liabilities
of GF.


 


4.17 Employment
Agreements; Employee Benefit Plans and Employee Payments. GF is not a party to any bonus, pension, profit sharing,
deferred compensation, incentive compensation, stock ownership, stock purchase, phantom stock, retirement, vacation,
severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not
legally binding) under which GF currently has an obligation to provide benefits to any current or former employee, officer,
director, consultant or advisor of GF (collectively, "Benefit Plans").


 


4.18
Assets & Liabilities. GF has good, clear and marketable title to all the tangible properties and tangible assets reflected
in the Financial Statements as being owned by GF or acquired after the date thereof which are, individually or in the aggregate,
material to GF's business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business),
free and clear of all material liens.


 


4.19
Disclosure. No representation or warranty of GF or Investor contained in this Agreement, and no statement, report, or certificate
furnished by or on behalf of Investor to the Company pursuant hereto or in connection with the transactions contemplated hereby,
contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained
herein or therein not misleading or omits to state a material fact necessary in order to provide the Company with full and proper
information as to the business, financial condition, assets, liabilities, or results of operation of GF and the value of the properties
or the ownership of GF.


 


 


 






    	 	9	 



     


    

 


4.20
Further Representations and Warranties. The Investors (by their respective signatures) further hereby represent and warrant
to the Company that:


 


a.            They
understand that the shares of the Company Common Stock (collectively, the "Securities") to be issued to them pursuant
to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY;


 


b.            They
are not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view
to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities
acts or any other applicable state securities acts;


 


c.            They
are not a person in the United States of America and at the time the buy order was originated, were outside the United States
of America and are not a citizen of the United States (a "U.S. person") as that term is defined in Regulation S of the
Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under
the Securities Act;


 


d.            They
understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the
Securities would be suitable and consistent with their investment program and that their financial position enables him or her
to bear the risks of this investment;


 


e.             To
the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant
to this Agreement shall be without preference as to assets;


 


f.             The
certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions
of Regulation 5,


 


g.            They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent
that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further,
they acknowledge receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts
and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity
to question the appropriate executive officers or partners;


 


h.            They
have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides;


 


i.              They
have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired
in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period
of time);


 


j.              They
have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further,
are capable of reading and interpreting financial statements. Further, they are "sophisticated investors" as that term
is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission;


 


k.             The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and
in full compliance with Regulation S;


 


1.            They
are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U.
S. person;


 


m.             They
hereby agree not to engage in any hedging transactions involving the securities described herein unless in compliance with the
Securities Act and Regulation S promulgated thereunder; and


 


 


 






    	 	10	 



     


    

 


n.              They
agree to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities
Act, or pursuant to an available exemption from registration.


 


 


ARTICLE
V


 


Additional Agreements


 


5.1Purchase
Option. During the term commencing on the Closing Date and expiring twenty-four (24) months thereafter, WECT shall be entitled,
but not obligated, to purchase the remaining outstanding GF Ordinary Stock at such price per share and on such terms and conditions
as may be mutually determined by the GF and WECT.


 


5.2Performance Guaranty. GF and
the Investors acknowledge and agree that GF shall generate the following profit after tax amounts ("Milestones") after
the Closing Date:


 


	Period	Profit After Tax
	August 1, 2019 to July 31, 2020	USD $2,000,000
	August 1, 2020 to July 31, 2021	USD $2,000,000


 


The profit after tax amounts
shall be determined in accordance with US GAAP consistently applied with prior periods. If during any of the two years period GF
fails to meet the applicable Milestone, GF and the Investors shall return to WECT that number of shares of WECT Common Stock as
determined below (the "Clawback Shares"):


 


45,000,000 - (Actual
PAT for the period X 45,000,000) = Clawback Shares per year


                                              (2,000,000)


 


As security for the performance
of GF's obligations hereunder, GF and the Investors shall deliver to WECT stock certificates representing the aggregate amount
of Consideration, together with the necessary stock powers executed in blank and such other instruments of transfer as may be necessary
or desirable to transfer full and complete ownership of such Consideration to the Company free and clear of any liens or encumbrances.
Stock Certificates representing Consideration that has been fully earned and no longer subject to the Clawback pursuant to this
Section 5.2 shall be promptly delivered to the Investor Representative.


 


5.3.       Board
Representation. After the Closing Date: (i) Kwueh Lin Wong shall resign from his positions as Secretary, Chief Operating Officer
and Director, and Mahendran A/L Chelladorai shall be appointed to serve a Director and Chief Operating Officer in his stead; and
(ii) one additional director, who shall be independent, shall be appointed to serve on WECT's board of directors. Each such director
shall serve until his successor shall be duly elected, unless he resigns, is removed from office or is otherwise disqualified from
serving as an officer or director of the Corporation.


 


5.4       Name
and Fiscal Year Change. After the Closing Date, the parties hereto shall cooperate to cause WECT to change its name to "GF
Offshore Inc." or such other name as may be mutually determined by WECT in the event that such name is not available. Within
twenty (20) days after receipt of WECT's request, GF shall change its fiscal year to July 31.


 


5.5Survival
of the Representations and Warranties. The representations and warranties and covenants set forth in Article III and Article
IV of this Agreement shall survive the Closing until the expiration of twelve (12) months from the Closing Date. No claim for
indemnity with respect to breaches of representations and warranties may be brought by any party hereto, other than a claim for
fraud or intentional misrepresentation, after expiration of the applicable survival period therefore as set forth in this Section
5.5.


 


 


 






    	 	11	 



     


    

 


5.6Investigation.
The representations, warranties, covenants and agreements set forth in this Agreement shall not be affected or diminished in any
way by any investigation (or failure to investigate) at any time by or on behalf of the party for whose benefit such representations,
warranties, covenants and agreements were made. All statements contained herein or in any schedule, certificate, exhibit, list
or other document required to be delivered pursuant hereto, shall be deemed to be representations and warranties for purposes
of this Agreement; provided, that any knowledge or materiality qualifications contained herein shall be applicable to such other
documents.


 


5.7General
Confidentiality. Each of the parties hereto will treat and hold as such all of the Confidential Information of the other party,
refrain from using any of the Confidential Information except in connection with this Agreement, and unless there is a closing
on the Exchange, deliver promptly to the owner of such Confidential Information or destroy, at the request and option of the owner
of the Confidential Information, all tangible embodiments (and all copies) of the Confidential Information which are in its possession.
In the event that any of the parties is requested or required (by oral question or request for information or documents in any
legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information,
that party will notify the affected party promptly of the request or requirement so that the affected party may seek an appropriate
protective order or waive compliance with the provisions of this Section 5.7. If, in the absence of a protective order or the
receipt of a waiver hereunder, any of the parties is, on the advice of counsel, compelled to disclose any Confidential Information
to any tribunal or else stand liable for contempt, that Party may' disclose the Confidential Information to the tribunal; provided,
however, that the disclosing party shall use its commercially reasonable efforts to obtain, at the request of the affected party,
an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required
to be disclosed as the affected party shall designate. The foregoing provisions shall not apply to any Confidential Information
which is generally available to the public immediately prior to the time of disclosure.


 


5.8Tax
Treatment. Neither the Company nor Investors will knowingly take any action, written or otherwise, which would result in
the transactions contemplated by this Agreement not being accounted for as tax-free exchange under the Code.


 


5.9General. In case at any time after the Closing Date any further action is necessary to carry out the purposes of
this Agreement, each of the parties will take such further action (including the execution and delivery of such further
instruments and documents) as the other party reasonably may request, all at the sole cost and expense of the requesting
party.


 


ARTICLE
VI


 


Closing; Deliveries;
Conditions Precedent


 


6.1
Closing; Effective Date. All proceedings taken and all documents executed at the Closing shall be deemed to have been taken,
delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until
all have been taken, delivered and executed.


 


6.2
 Deliveries


 


 (a)       At Closing, the Company shall deliver the following documents to the Investor Representative:




 


(i)            a
certificate, dated the Closing Date, signed by the directors of the Company setting forth that: (i) authorizing resolutions were
adopted by all the directors of the Company approving the acquisition of the Sold GF Stock by the Company from the Investors in
consideration of 90,000,000 shares of the Company Common Stock in aggregate to the Investors and the Exchange under the terms
and conditions of this Agreement; and (ii) the Company's transfer agent has been authorized to issue the shares of the Company
Common Stock to the Investors in accordance with Section 2.4 hereof (the aggregate of which represents the Consideration) and
the other documents contemplated hereby and the transactions contemplated hereby and thereby.


 


 


 






    	 	12	 



     


    

 


(ii)           the
certificate referred to in Section 6.3(d).


 


(b)       At
Closing, the Investor Representative and GF shall deliver the following documents to the Company:


 


(i)            A power of attorney executed by the Investors appointing the Investor Representative as attorney-in-fact to negotiate and
execute this Agreement and any amendments thereto on behalf of the Investors;


 


(ii)          the
GF Certificates or Records representing all of the Sold GF Stock (i.e. 60% of the issued and outstanding shares of GF Ordinary
Stock);


 


(iii)          a
certificate from a director or the company secretary of GF, as of a recent date, as to the good standing of GF and certifying
its Memorandum and Articles of Association;


 


(iv)          certificates, dated the Closing Date, signed by a director of GF setting forth that authorizing resolutions were adopted
by GF's Board of Directors approving the transfer of all the Sold GF Stock to the Company, this Agreement and the other documents
contemplated hereby and the transactions contemplated hereby and thereby;


 


(v)          the
Financial Statements; and


 


(vi)         the certificates referred to in Section 6.4(d).


 


 


6.3Conditions Precedent to the Obligations of GF and the Investors. Each
and every obligation to consummate the transactions described in this Agreement and any and all liability of GF and the Investors
to the Company shall be subject to the following conditions precedent:


 


(a)            Representations
and Warranties True. Each of the representations and warranties of the Company contained herein or in any certificate or other
document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby shall be true and correct
in all material respects as of the Closing Date with the same force and effect as though made on and as of such date.


 


(b)            Performance.
The Company shall have performed and complied in all material respects with all of the agreements, covenants and obligations required
under this Agreement to be performed or complied with by them on or prior to the Closing Date.


 


(c)            No
Material Adverse Change. Except as expressly permitted or contemplated by this Agreement, no event or condition shall have occurred
which has adversely affected or may adversely affect in any respect the condition (financial or otherwise) of the Company between
the date of execution of this Agreement and the Closing Date.


 


(d)            The
Company's Certificate. The Company shall have delivered to Investor a certificate dated the Closing Date and signed by a director
of the Company, certifying that the conditions specified in Sections 6.3(a), (b) and (c) above have been fulfilled.


 


(e)            Consents.
The Company shall have obtained all authorizations, consents, waivers and approvals as may be required to consummate the transactions
contemplated by this Agreement.


 


6.4Conditions
Precedent to the Obligations of the Company. Each and every obligation of the Company to consummate the transactions described
in this Agreement and any and all liability of the Company to GF and the Investors shall be subject to the fulfilment of the following
conditions precedent:


 


 


 






    	 	13	 



     


    

 


(a)             Representations
and Warranties True. Each of the representations and warranties of GF and the Investors contained herein or in any certificate
or other document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby shall be true
and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of such date.


 


(b)            Performance.
GF and the Investors shall have performed and complied in all material respects with all of the agreements, covenants and obligations
required under this Agreement to be performed or complied with by it on or prior to the Closing Date.


 


(c)             No
Material Adverse Change. Except as expressly permitted or contemplated by this Agreement, no event or condition shall have occurred
which has adversely affected or may adversely affect in any respect the condition (financial or otherwise) of GF between the date
of execution of this Agreement and the Closing Date.


 


(d)            Investor's Certificates. GF and the Investor Representative shall have delivered a certificate or Records addressed to the
Company, dated the Closing Date, certifying that the conditions specified in Sections 6.4(a), (b) and (c) above have been fulfilled;


 


(e)             Consents.
GF and the Investors shall have obtained all authorizations, consents, waivers and approvals as may be required to consummate
the transactions contemplated by this Agreement, including but not limited to those with respect to any material agreement of
GF.


 


(f)              Due
Diligence Review. The Company shall have completed within thirty (30) days from the date of this Agreement of its due diligence
investigation of GF to its satisfaction.


 


(g)             Financial
Statements. GF shall have delivered to the Company the Financial Statements. The Financial Statements shall: (a) have been prepared
in accordance with the books of account and records of GF; (b) fairly present, and are true, correct and complete statements in
all material respects of GF's financial condition and the results of its operations at the dates and for the periods specified
in those statements; and (c) have been prepared in accordance with Malaysian GAAP consistently applied with prior periods.


 


6.5Best Efforts. Subject
to the terms and conditions provided in this Agreement, each of the parties shall use their respective best efforts in good faith
to take or cause to be taken as promptly as practicable all reasonable actions that are within its power to cause to be fulfilled
those of the conditions precedent to its obligations or the obligations of the other parties to consummate the transactions contemplated
by this Agreement that are dependent upon its actions, including obtaining all necessary consents, authorizations, orders, approvals
and waivers.


 


6.6Termination.
This Agreement and the transactions contemplated hereby may be terminated at any time prior to the occurrence of the Closing
by the mutual consent of the parties hereto; (b) by the Company, if the Closing has not occurred on or prior to June 30,
2019, or such other date as may be agreed to by the parties hereto (such date of termination being referred to herein as the
"Termination Date"), provided the failure of the Closing to occur by such date is not the result of the failure of
the party seeking to terminate this Agreement to perform or fulfil any of its obligations hereunder; (c) by GF or any
Investor solely with respect to such Investor and GF Ordinary Stock held by such Investor at any time at or prior to Closing
in such Investor's sole discretion if (i) any of the representations or warranties of the Company in this Agreement are not
in all material respects true, accurate and complete or if the Company breaches in any material respect any covenant
contained in this Agreement, provided that such misrepresentation or breach is not cured within fourteen (14) days after
notice thereof, but in any event prior to the Termination Date or (ii) any of the conditions precedent to the Company's
obligations to conduct the Closing have not been satisfied by the date required thereof., or (d) by the Company at any time
at or prior to Closing in its sole discretion if (i) any of the representations or warranties of Investor in this Agreement
are not in all material respects true, accurate and complete or if Investor breaches in any material respect any covenant
contained in this Agreement, provided that such misrepresentation or breach is not cured within fourteen (14) days after
notice thereof, but in any event prior to the Termination Date or (ii) any of the conditions precedent to the obligation of
GF and or the Investor to conduct the Closing have not been satisfied by the date required thereof. If this Agreement is
terminated pursuant to this Section 6.6, written notice thereof shall promptly be given by the party electing
such termination to the other party and, subject to the expiration of the cure periods provided in clauses (c) and (d) above,
if any, this Agreement shall terminate without further actions by the parties and no party shall have any further obligations
under this Agreement.


 


 


 






    	 	14	 



     


    

 


6.7Shares Issuance. Subject to Section 5.2 hereof,
within Thirty (30) days after the Closing, the Company shall take all necessary steps to issue and deliver to the Investor Representative
the share certificates evidencing the Company Common Stock issuable in the names of the respective Investors for the respective
number of shares to which such Investors are entitled pursuant to Section 2.4 hereof.


 


ARTICLE VII

Miscellaneous 


 


7.1 Notices.
Any notice, demand, claim or other communication under this Agreement shall be in writing and delivered personally or sent by
certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties
at the addresses as follows (or at such other addresses as shall be specified by the parties by like notice):


 


	If to the Company:    	
        WECONNECT TECH INTERNATIONAL, INC.

        1st Floor, Block A, Axis Business Campus

        No. 13A & 13B, Jalan 225, Section 51A

        46100 Petaling Jaya

        Selangor, Malaysia

        Attn: Secretary



 


 


	If to GF or Investor:    	To the address set forth below GF or such Investor's signature, as applicable


 


Such notice shall be deemed delivered upon
receipt against acknowledgment thereof if delivered personally, on the third business day following mailing if sent by certified
mail, upon transmission against confirmation if sent by facsimile and on the next business day if sent by overnight courier.


 


7.2
Entire Agreement; Incorporation. This Agreement and the documents and instruments
and other agreements among the parties hereto as contemplated by or referred to herein contain every obligation and
understanding between the parties relating to the subject matter hereof and merges all prior discussions, negotiations,
agreements and understandings, both written and oral, if any, between them, and none of the parties shall be bound by any
conditions, definitions, understandings, warranties or representations other than as expressly provided or referred to
herein. All schedules, exhibits and other documents and agreements executed and delivered pursuant hereto are incorporated
herein as if set forth in their entirety herein.


 


7.3Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors,
heirs, personal representatives, legal representatives, and permitted assigns.


 


7.4Assignment.
This Agreement may not be assigned by any party without the written prior consent of the other party. Subject to the preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.


 


7.5Waiver
and Amendment. Any representation, warranty, covenant, term or condition of this Agreement which may legally be waived, may
be waived, or the time of performance thereof extended, at any time by the party hereto entitled to the benefit thereof, and any
term, condition or covenant hereof (including, without limitation, the period during which any condition is to be satisfied or
any obligation performed) may be amended by the parties thereto at any time. Any such waiver, extension or amendment shall be
evidenced by an instrument in writing executed on behalf of the party against whom such waiver, extension or amendment is sought
to be charged. No waiver by any party hereto, whether express or implied, of its rights under any provision of this Agreement
shall constitute a waiver of such party's rights under such provisions at any other time or a waiver of such party's rights under
any other provision of this Agreement. No failure by any party thereof to take any action against any breach of this Agreement
or default by another party shall constitute a waiver of the former party's right to enforce any provision of this Agreement or
to take action against such breach or default or any subsequent breach or default by such other party.


 


 


 






    	 	15	 



     


    

 


7.6No Third
Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give
any Person other than the parties hereto and their respective heirs, personal representatives, legal representatives, successors
and permitted assigns, any rights or remedies under or by reason of this Agreement, except as otherwise provided herein.


 


7.7Severability.
In the event that any one or more of the provisions contained in this Agreement, or the application thereof; shall be declared
invalid, void or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force
and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect
the intent of the parties hereto. The parties further agree to replace such invalid, void or unenforceable provision with a valid
and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid,
void or unenforceable provision.


 


7.8Expenses.
Except as otherwise provided herein, each party agrees to pay, without right of reimbursement from the other party, the costs
incurred by it incident to the performance of its obligations under this Agreement and the consummation of the transactions contemplated
hereby, including, without limitation, costs incident to the preparation of this Agreement, and the fees and disbursements of
counsel, accountants and consultants employed by such party in connection herewith.


 


7.9       Headings.
The table of contents and the section and other headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of any provisions of this Agreement.


 


7.10 Other Remedies;
Injunctive Relief. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be
deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise
by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that subject to Section 7.13 hereof, the parties shall be entitled to seek
an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof
in any court in the state of Nevada, this being in addition to any other remedy to which they are entitled at law or in equity.
In any action at law or suit in equity to enforce this Agreement or the rights of the parties hereunder, the prevailing party in
any such action or suit shall be entitled to receive a reasonable sum for its attorneys' fees and all other reasonable costs and
expenses incurred in such action or suit.


 


7.11 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Facsimile signatures shall be deemed valid and binding.


 


7.12 Governing
Law. This Agreement has been entered into and shall be construed and enforced in accordance with the laws of the State of Nevada,
without reference to the choice of law principles thereof.


 


7.13 Jurisdiction
and Venue. This Agreement shall be subject to the jurisdiction of the courts of the State of Nevada. The parties to this Agreement
agree that any breach of any term or condition of this Agreement shall be deemed to be a breach occurring in the State of Nevada
by virtue of a failure to perform an act required to be performed in the State of Nevada and irrevocably and expressly agree to
submit to the jurisdiction of the courts of the State of Nevada for the purpose of resolving any disputes among the parties relating
to this Agreement or the transactions contemplated hereby. The parties irrevocably waive, to the fullest extent permitted by law,
any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement, or any judgment entered by any court in respect hereof brought in the State of Nevada, and further irrevocably
waive any claim that any suit, action or proceeding brought in the State of Nevada has been brought in an inconvenient forum.


 


7.14 Participation
of Parties. The parties hereby agree that they have consulted their respective counsel during the negotiation and execution
of this Agreement and, therefore, waive the application of any law, regulation, holding, or rule of construction providing that
ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.


 


 


 






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7.15
Further Assurances. The parties hereto shall deliver any and all other instruments or documents reasonably required to
be delivered pursuant to, or necessary or proper in order to give effect to, all of the terms and provisions of this Agreement
including, without limitation, all necessary stock powers and such other instruments of transfer as may be necessary or desirable
to transfer full and complete ownership of the Sold GF Stock to the Company or the issuance of the applicable Securities to the
Investors for the Consideration, as the case may be, free and clear of any liens or encumbrances.


 


7.16 Publicity.
No public announcement or other publicity concerning this Agreement or the transactions contemplated hereby shall be made without
the prior written consent of both the Company and GF as to form, content, timing and manner of distribution. Nothing contained
herein shall prevent any party from making any filing required by federal or state securities laws or stock exchange rules of the
United States of America.


 


7.17 No Solicitation.
None of GF, Investor nor the Company shall authorize or permit any of its officers, directors, agents, representatives, managers,
members, agents, or advisors to solicit, initiate or encourage or take any action to facilitate the submission of inquiries, proposals
or offers from any person relating to any matter concerning any merger, consolidation, business combination, recapitalization or
similar transaction involving GF or the Company, respectively, other than the transaction contemplated by this Agreement or any
other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the
Exchange or which would or could be expected to dilute the benefits to each of the parties of the transactions contemplated hereby.
Investor and the Company will immediately cease and cause to be terminated any existing activities, discussions and negotiations
with any parties conducted heretofore with respect to any of the foregoing.


 


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IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of the day
and year first above written.


 


 


 


WECONNECT TECH INTERNATIONAL, INC.


 


 


By: /s/ Shiong Han Wee


       Shiong Han Wee, Chief Executive Officer


 


 


GF OFFSHORRE SDN.BHD.


 


 


By: /s/ MahendranA/L Chelladorai


       Mahandran A/L Chelladorai


 


 


Its: Chief Executive Officer


 


 


 





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INVESTOR


 


 


/s/ Margarete Anak George Mitol


Signature


 


Margarete Anak George Mitlol


 


1,220,000


No. of GF Ordinary Shares


 


Address:


No 6, Jalan 18/15A, Seksyen 18 

40200 Shah Alam, Selangor D.E 

Malaysia




 


 


 


INVESTOR


 


 


/s/ MahendranA/L Chekkadorai


Signature


 


Mahendran A/L Chelladorai


 


2,440,000


No. of GF Ordinary Shares


 


Address:


No 84, Jalan Puteri 8/8,Bandar Puteri Puchong


47100 Puchong, Selangor D.E 


Malaysia


 


 


 


 


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