Exhibit 10.22


 


THIS AGREEMENT is made on 1 June 2021


 


BETWEEN


 


GLOBAL ENGINE LIMITED, a limited liability company incorporated
in Hong Kong whose registered office is at Room A, 8/F, Reason Group Tower, 403 Castle Peak Road, Kwai Chung, New Territories, Hong Kong
(“GEL”); AND


 


Flexstream Asia LIMITED,
a limited liability company incorporated in Hong Kong whose registered office is at Room 1005 Technology Plaza, 651 King’s Road,
North Point, Hong Kong (“FLX”).


 


WHEREAS


 


GEL agrees to engage FLX and FLX agrees to provide to GEL the services
as described in Schedule 1 (the “Services”), subject to the terms and conditions set out in this Agreement.


 


NOW IT IS HEREBY AGREED as follows:


 


		1.	DEFINITIONS



 


		1.1	In this Agreement, unless explicitly stated as otherwise, the expressions listed below shall have the following meanings:



 


		(a)	“Fees” means the fees as specified in Schedule 1 payable by GEL from time to time to FLX for provision of the Services;



 


		(b)	“HKIAC” is as defined in Clause 15.2;



 


		(c)	“Services” means the services as detailed in Schedule 1; and



 


		(d)	“Term” means the term as specified in Schedule 1;



 


		1.2	Where the context permits, words in the singular shall include the plural and vice versa and words importing the masculine gender
shall include the feminine and neuter genders and vice versa.



 


		1.3	The headings to the provisions of this Agreement are for ease of reference only and shall not affect the interpretation or construction
of them.



 


		1.4	References to clauses, schedules and annexes are, unless otherwise stated, to clauses, schedules and annexes of and to this Agreement
which together form an integral part of this Agreement.



 






     


     


    

 


		2.	PROVISION OF SERVICES



 


		2.1	In consideration of GEL paying the Fees to FLX in the manner described in Clause 3, FLX agrees to provide the Services to GEL subject
to the terms and conditions herein and in Schedule 1.



 


		2.2	GEL and FLX shall cooperate in good faith in all matters relating to the provision of Services including but not limited to obtaining
all consents, licences or approvals necessary for FLX to fulfil its obligations hereunder.



 


		2.3	GEL shall respect independent performance of the Services by FLX and shall communicate with FLX for any suggestions and FLX may assign,
subcontract or delegate any rights, duties, obligations or liabilities under this Agreement to any third parties with the consent of GEL.



 


		2.4	FLX shall be entitled to deploy resources of all forms or manners as necessary for the performance of the Services under this
Agreement. GEL is required to provide all necessary actions and assistance, including but not limited to furnishing documents, preparing
& signing agreements & documents, providing confirmation, acceptance & endorsement of all relevant matters, to be performed
and completed by GEL within a reasonable period of time as requested by FLX for FLX to fulfil its obligations under this Agreement.



 


		3.	PAYMENT



 


		3.1	GEL shall pay the Fees to FLX for provision of the Services in the manner set out in Schedule 1. FLX shall not be responsible for
all unforeseeable costs, tax, charges and expenses incurred for and in connection with the provision of the Services by FLX except as
expressly provided otherwise in this Agreement or approved in advance in writing by FLX.



 


		3.2	All payment shall be made within thirty (30) days from the date of invoices issued by FLX to GEL.



 


		4.	TERMINATION



 


		4.1	This Agreement shall terminate upon the expiry of the Term specified in Schedule 1 unless extended by mutual agreement by the parties
in writing or terminated earlier pursuant to the terms of this Agreement.



 


		4.2	The expiration or termination of this Agreement for whatever cause shall be without prejudice to any pre-existing and/or accrued rights
and obligations of the parties hereunder.



 


		4.3	Clauses 5, 6, 7, 10, 11, 12, 13, 14 and 15 and those terms which by their nature should survive termination shall continue to apply
after expiration or termination of this Agreement for whatever reason.



 


		5.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS



 


		5.1	Each party represents and warrants that it has the authority necessary to enter
into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.



 


		5.2	FLX represents, warrants and undertakes that the services will be duly performed and completed in a diligent, professional and business-like
manner.



 






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		6.	LIMITATION OF LIABILITY



 


		6.1	NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY,
OR CONSEQUENTIAL DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING
NEGLIGENCE, OR FOR ANY LOSS OF REVENUE, DATA, OR PROFITS, AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF THE WARRANTIES AND REMEDIES
PROVIDED HEREUNDER. THIS LIMITATION OF LIABILITY WILL APPLY WHETHER OR NOT THE OTHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH
DAMAGES.



 


		7.	CONFIDENTIALITY



 


		7.1	The parties agree to keep and procure to be kept secret and confidential any and all written and/or oral information of any kind relating
to the terms of this Agreement and the business of the other party obtained from the other party pursuant to this Agreement or prior to
it and to disclose the same only to those of its employees or contractors directly involved with the services and only to the extent necessary
for each of them to perform his duties under this Agreement. The parties shall impose the above obligation on these persons.



 


		7.2	The foregoing obligations shall not apply, however, to any part of such information which:



 


		a)	was already in the public domain or which becomes so through no fault of the receiving party;



 


		b)	was already known to the receiving party prior to receipt thereof; or



 


		c)	was disclosed to the receiving party by a third party owing no duty of confidentiality towards the disclosing party in respect thereof.



 


		7.3	Subject to the provisions in Clause 7.2 above, these obligations of confidentiality shall survive the expiration or termination of
this Agreement.



 


		8.	ASSIGNMENT



 


		8.1	Neither party shall assign or otherwise transfer its interest in this Agreement or its rights and obligations hereunder whether in
whole or in part without the prior written consent of the other, except in circumstances of corporate succession by merger, consolidation,
or other corporate reorganisation in relation to either party’s business.



 


		9.	ENTIRE AGREEMENT



 


		9.1	The parties hereto declare that this Agreement comprises the complete and exclusive agreement between them which supersedes all previous
understandings, negotiations and proposals, whether oral or in writing. In case of any inconsistency, conflict with or ambiguity of any
terms and conditions which are incorporated by reference, the terms and conditions of this Agreement shall prevail.



 


		9.2	Save as expressly provided, no alteration, modification, amendment, waiver, consent or discharge shall be binding upon either party
unless in writing and signed by both parties.



 






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		10.	NOTICES



 


		10.1	Any notice required to be given under this Agreement shall be in writing and shall be sent to the address of the party as specified
in this Agreement or such other address as that party shall designate by notice given in accordance with the provisions of this Clause
from time to time. Any such notice shall be delivered by hand or by registered prepaid post and shall be deemed to have been served if
delivered by hand upon signed receipt by the appointed representative of either party for the time being or if by post 48 hours after
the day of posting.



 


		11.	LEGAL RELATIONSHIP



 


		11.1	Nothing herein shall create or imply any employment, principal-agent, joint venture or partnership relationship between GEL on the
one hand, and FLX on the other.



 


		11.2	Either party acknowledges that it is not part of the other party’s organisation and shall have no authority to commit or to
bind the other party in any way in connection with the business, affairs or otherwise of the other party.



 


		12.	SEVERABILITY



 


		12.1	In the event that any provision contained in this Agreement should, for any reason, be held to be invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provision of this Agreement. Instead this Agreement shall be construed as if such invalid
or unenforceable provision had not been contained herein.



 


		13.	WAIVER



 


		13.1	No failure or delay on the part of any party to exercise any right, power or remedy under this Agreement shall operate as a waiver
thereof nor shall any single or partial exercise by a party of any right, power or remedy. The rights, powers and remedies provided herein
are cumulative and are not exclusive of any rights, powers or remedies at law.



 


		14.	CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE



 


		14.1	The parties do not intend any term of this Agreement to be enforceable by any person who is not a party to this Agreement pursuant
to the Contracts (Rights of Third Parties) Ordinance (Cap 623), and the parties agree that this Agreement shall be excluded from the application
of the Contracts (Rights of Third Parties) Ordinance (Cap 623).



 


		15.	APPLICABLE LAW AND DISPUTE RESOLUTION



 


		15.1	This Agreement shall be governed by, construed and enforced in accordance with the laws of Hong Kong SAR and the parties hereto agree
to be subject to the non-exclusive jurisdiction of the courts of Hong Kong SAR.



 


		15.2	Notwithstanding Clause 15.1, a complaining party shall have the option to refer any dispute, controversy or claim arising out of or relating
to this Agreement or the breach, termination or invalidity thereof, to arbitration in Hong Kong at the Hong Kong International Arbitration
Centre (“HKIAC”) with three (3) arbitrators in accordance with the HKIAC Rules in force. Each party shall select one (1) arbitrator
and the two (2) arbitrators shall select the third neutral arbitrator who shall be the Chairman of the arbitration panel. The language
to be used in the arbitral proceedings shall be English.



 


- END -


 




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IN WITNESS WHEREOF this Agreement has been executed in accordance with
the constitution of the respective party on the day and year first above written.


 


	SIGNED BY	)	 
	FOR AND ON BEHALF OF	)	 
	GLOBAL ENGINE LIMITED	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
	__________________________	)	 
	 	)	 
	 	)	 
	 	 	 
	SIGNED BY	)	 
	FOR AND ON BEHALF OF	)	 
	Flexstream Asia LIMITED	)	 
	in the presence of:-	)	 
	 	)	 
	 	)	 
	 	)	 
	__________________________	)	 
	 	)	 
	 	)	 



 






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SCHEDULE 1


 


Part 1 - The Service


 


FLX shall provide server colocation solution with the following details:


 


Setup and Consultation


 


- One (1) x Domain Name application
and mapping


 


- Real-time Bandwidth Utilization
Report (MRTG) for one (1) colocation segment


 


Recurrent Services


Location: Hong Kong


 


Facility Rental


 


- Full Rack (45U height)


 


- PowerEdge R640 Server


 


- 1 x Ethernet Port (for dedicated
bandwidth plan)


 


- 18 x 2 Power Outlets


 


- 1.5 KVA Power Supply


 


- 3 pcs of Rack Shelf included


 


The Terms and Conditions of the Service are included in Schedule 2.


 


Part 2 – Term and Fees


 


		1.	Term:     From date of this Agreement to 30 June 2022 (both days inclusive) unless terminated early pursuant to the terms and
                                                            conditions of this Agreement.



 


		2.	Fees:     GEL shall pay HK$22,647.14 per month
for each rack facility rental for the server colocation solution, with fees due for payment on presentation of our invoices, as the work
progresses. GEL may amend the number of facility rental by giving one month prior written notice, with extra discount with more facility
rental. For the avoidance of doubt, any services performed by FLX not within the specified scope of areas set out in Part 1 of Schedule
1 to this Agreement shall incur extra fees and costs payable by GEL in the manner as determined by FLX.



 




     


     


    

 


SCHEDULE 2 – Terms & Conditions


 


	1.	Service content: FLX agrees to provide server hosted services (IDC) to customer in accordance with the “TERMS & CONDITIONS”.
That is, FLX provides the rack space of computer room and necessary facilities such as gas, power, fire protection, security, internal
network connection, etc. for the customer to place the computer server and other equipment, and the customer agrees to pay the rental
fee.



 


	2.	Equipment details:



 


		(1)	The customer shall provide a detailed list and specification of the equipment for FLX’s confirmation, and mark the asset mark of the
qualification.



 


		(2)	The customer is responsible for the maintenance of the equipment and its own system. FLX is not responsible for the responsibility
and compensation caused by the equipment failure and the customer’s own system error.



 


	3.	Service Provision requirements: The Customer also agrees
to abide by (1) generally accepted rules of conduct relating to the proper use of Internet resources (2) this Terms & Conditions
and (3) the Agreement. In the event to comply of governmental or regulatory requirements, FLX shall have the right to modify, vary or
discontinue any aspect of the Services (whether to the Customer alone or otherwise) at any time at its sole discretion and without prior
notice. FLX reserves the right to disconnect or deactivate any of the Customer’s equipment or software at any time without prior
notice.



 


	4.	Access Control of computer room:
	 	 



		(1)	When the customer needs to enter FLX computer room for equipment maintenance, he / she shall make an appointment with FLX in advance
and be accompanied by FLX personnel. The customer agrees to abide by the regulations of FLX computer room management. If the customer
is unable to enter the computer room, FLX may assist in restarting the hardware equipment with the consent of the customer.
	 	 	 



		(2)	The customer’s access to the FLX machine room is limited to the maintenance personnel listed in the application form. If the customer
is not listed in the application form, FLX has the right to refuse his access to the machine room.
	 	 	 



		(3)	When the equipment enters or moves to FLX computer room, the customer must check the list of model, specification, quantity, asset
number, etc. with FLX, and can enter or move only after it is checked to be in conformity. If the customer is unable to cooperate for
some reason, the equipment shall be sealed when entering the machine room.



 


	5.	Calculation of the service fees provided by FLX:






	 	 	 



		(1)	The service fee of the place shall be calculated from the date of completion of installation of relevant equipment at the place designated
by FLX, and the date of completion of installation of relevant equipment at the place shall be the date of commencement of relevant equipment
and service fee of the place.
	 	 	 



		(2)	If there is any doubt about the quality of services provided by FLX, the customer shall, within five days from the date of completion
of the installation, detail in writing the specific incomplete matters, and request FLX to improve. FLX will not charge for the repair.
If overdue, it will be deemed that the installation has been completed and passed the customer’s acceptance. FLX may subcontract part
or all of its services to a qualified service provider and FLX shall make sure the subcontractors possess all necessary license (if any)
to carry out the services.



 


	6.	Equipment management and maintenance:



 


		(1)	FLX is only responsible for the safekeeping of the equipment placed in the FLX machine room by the customer. The customer shall be
responsible for the good maintenance of its own system equipment. FLX shall not be liable for any compensation for the damage or loss
caused by the obstacle of the customer’s system equipment.
	 	 	 



		(2)	The customer shall, within seven days from the date of termination, move the equipment placed in FLX back to the original place. However,
if the customer fails to settle the account, FLX may refuse to move the equipment.
	 	 	 



		(3)	If the customer fails to collect the original equipment within the time limit, it shall be deemed as abandoning the ownership of the
equipment. FLX shall not be responsible for the custody, and shall have the right to change the location of the equipment or dispose of
the waste directly. The handling fee shall be borne by the customer, and the customer shall have no objection.



 


	7.	Other conventions:FLX
may subcontract part or all of its services to a qualified service provider and FLX shall make sure the subcontractors possess all necessary
license (if any) to carry out the services.