Exhibit
10.5


 


Dragon
TradeBook Risk Management & Trade infrastructure Non Exclusive Software

Distribution Agreement


 


This
Agreement is made between Dragon Malaysia Ltd, Labuan Malaysia, hereinafter referred to as “The Licensor”) with offices
at Menara Kotaraya, Level 8, Unit 4, Jalan Trus, Johor Bahru, Malaysia, 80000 and Algo markets Limited, Labuan, Malaysia hereinafter
referred to as “the Licensee”) with principal offices at Unit B, Lot 49, 1st Floor, Block F, Lazenda Warehouse
3, Jalan Ranca-Ranca. 87000 Federal Territory of Labuan, Malaysia and commences on 22nd March 2014.


 


WHEREAS,
The Licensor has all rights, title, and interest in and to the proprietary software product generally known as Dragon TradeBook
Risk Management Software, as well as any and all related documentation, user manuals, and related material; and


 


WHEREAS,
the Licensee wishes to use the Dragon TradeBook White Label Service


 


1.  Definitions


 


	 	a)	The
    Software means the computer programs defined as follows: Dragon TradeBook Risk Management Software and Plugins, including
    all written or electronic documentation, user manuals and other documents pertaining to Dragon TradeBook bridge software and
    plugins.




 


	 	b)	Install
    means Installing the Software on a computer's hard disk accessible to The Licensee.




 


		c)	Fees
                                         means all commissions including White Label Fees, generated by The Licensee due
                                         to volume processed through The Licensors software, and additional third party
                                         software licensed under this agreement, and are due and payable as described in
                                         the Fee Schedule attached to this Agreement.



 


		d)	Agreement
                                         means this software license agreement, fee schedule and SLSD, as may be amended from
                                         time to time in terms of clause 11.



 


		e)	Dragon
                                         Tradebook White Label Service means the provision of part of the Dragon server platform.
                                         It includes but is not limited to) the provision of all computer hardware, software,
                                         computer Infrastructure and networking between the Licensee, the Licensor, and
                                         its customers, all system administration and housekeeping, system monitoring and associated
                                         support (as defined the SLSD). SLSD stands for Dragon TradeBook Service Level Standards
                                         Document, a separate document.



  



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2.  Grant
of Rights


 


The
Licensor hereby grants to The Licensee a nonexclusive, non-transferable License to use the Software and distribute the software
to its Clients.


 


3.
 Term and Termination


 


This
License shall be put into effect upon the signing of this contract. The Licensee or Licensor can terminate the agreement with
1 (one) month's written notice. All outstanding fees should be paid within ten (10) days of termination after invoice is issued
by Dragon TradeBook.


 


Either
party shall have the right to immediately terminate this License if the other fails to perform any obligation required of The
Licensee and has failed to rectify the situation within 7 (seven) days of written notice of such failure being received by the
party or if either party becomes bankrupt or insolvent.


 


In
the event that the Licensee fails to pay any invoiced amount within the time period stipulated on the invoice (where such amount
is not subject to a bona fide dispute or query) this may result in the immediate termination or stoppage of services
if the Licensee fails to pay such undisputed invoiced amount within seven (7) (seven) business days of receiving a demand for
payment.


 


4.
 Obligations of the Licensor


 


	 	a)	The
                                         Licensor undertakes that the Software will conform to its description and Documentation
                                         and make best reasonable efforts to ensure that the Software is fit for its intended
                                         use.
	 	 	 
		b)	The
                                         Licensor will perform its obligations under this Agreement in accordance with good industry
                                         practice within the limits of this Agreement.
	 	 	 
		c)	The
                                         Licensor agrees that all customer information or client data received from or on behalf
                                         of the Licensee or that is stored on the Software is private and confidential. The Licensor
                                         will provide the Licensee with any or all of its customers' data, in a timely
                                         manner
	 	 	 
		d)	The
                                         Licensor agrees that it will host the Software for The Licensee, Hosting includes the
                                         provision of all hardware, software, computer infrastructure and networking between the
                                         Licensee and the Licensor, and associated support as described in the SLSD.
	 	 	 
	 	e)	


Whilst
the Licensor does not warrant that the Software is error free or that the Licensee will be able to use same without interruption
or problems, the Licensor agrees that it will fix any and all software bugs and respond to The Licensee's requests in a timely
and professional manner, in accordance with the attached SLSD. The SLSD document defines the methods of addressing software issues
and response times and forms part of this Agreement. Notwithstanding the provisions of clause 11 of this Agreement, the Licensor
reserves the right to amend the terms of the SLSD from time to time as and when it sees fit to do so, provided that such amendment
will not lead to a material deterioration of the service levels provided pursuant to the SLSD.





 






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	 	f)	The
                                         Licensor warrants that the performance specifications (to include, but not exclusively,
                                         the software and support performance) detailed in the Fee Schedule will be met at all
                                         times to the best of its ability.
	 	 	 
	 	g)	The
                                         Licensor will periodically provide or make available to the Licensee bug-fixes, releases
                                         or updates of the Software as it does to its customers generally which are Included in
                                         the Fees. The Licensor agrees to ensure that the underlying firmware and software remains
                                         reasonably up to date and patched against Security vulnerabilities.
	 	 	 
	 	h)	The
                                         Licensor agrees to notify the Licensee of materially relevant security incidents and
                                         breaches within a reasonable timescale.







 


5.
 Obligations of the Licensee


 


	 	a)	The
                                         Licensee agrees to pay Fees in accordance with the Fee Schedule.
	 	 	 
	 	b)	The
                                         Licensee agrees to follow the reasonable recommendations provided by The Licensor from
                                         time to time on proper use of the software, and/or any other software that it connects
                                         to, and in particular the software support procedures as described in the SLSD as amended
                                         from time to time.
	 	 	 
	 	c)	The
                                         Licensee agrees to report any and all problems experienced with the Software in accordance
                                         with the SLSD priorities immediately such problems are detected by the Licensee and without
                                         unreasonable delay. In particular, problems regarding incorrect outstanding positions
                                         should be immediately reported within minutes via Tier 1 procedures to the Licensor.
	 	 	 
	 	d)	Any
                                         mismatches in positions shall be checked and detected by the Licensee within one hour
                                         of EOD (5pm NY time) and notified by email and immediate voice communication to
                                         the Licensor. If position mismatches or other position errors are detected The Licensor
                                         may endeavor to assist in their correction but The Licensee will hold The Licensor harmless
                                         for such errors, whether or not they occur as a result of the Licensee or Licensor's
                                         software.



 






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	 	e)	The
                                         Licensee confirms that it will provide reasonable assistance to enable the Licensor to
                                         fulfill its obligations to comply with anti-bribery and corruption laws.



 


6.
 Title to Software: 


 


No
rights are given to The Licensee in respect of the Software other than as detailed in this agreement. Licensor retains title to
and ownership of the Software and all enhancements, modifications and updates to the Software. The Licensee shall not copy the
software, in whole or in part. or modify the Software, or create derivative works of the Software.


 


Title
to Data:


 


The
Licensee retains title to and ownership of all The Licensee customers' data (being the customer’s personal details), except
transactional data which will be retained by Dragon TradeBook and may be shared with parties relevant to such transactions only
or to relevant jurisdictional or regulatory authority. The Licensor agrees to maintain confidentiality and integrity of data in
line with internationally accepted standards of security data. Ownership and title to transactional data shall belong to the Licensee
except in such case as such data as demanded or required by a court of law or relevant regulatory authority.


 


7.  Price
Adaptations.


 


The
Licensee acknowledges that from time to time as Licensor updates its software and continues to advance and expand its technology
offering, adaptations of price may follow. The Licensor agrees that The Licensee will be given a minimum of three (3) months'
notice before such price adaptations will be put into effect.


 


8. 
Warranty and Indemnification 


 


Extent
of Liability: The Licensor warrants that the Software will conform to the performance standards set forth in this agreement. The
Licensor's responsibility under this warranty shall include correcting that portion of the Software that fails to perform substantially
in accordance with those standards and specifications.


 


The
Licensor shall have no liability under the foregoing warranty if (a) The Licensee decompiles, reverse engineers, or modifies the
Software without The Licensor’s prior written consent. (b) The Licensee fails to give The Licensor written notice of the
claimed breach of warranty, or (c) the failure to perform is caused in whole or in part by persons other than The Licensor or
by products, equipment, or computer programs against whose use The Licensor has warned The Licensee.


 






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		b)	The
                                         Licensor indemnification: The Licensee shall indemnify, defend and hold the Licensor
                                         harmless from and against any and all demands, claims, or suits by any third party and
                                         any and all costs, damages, penalties, and expenses, including reasonable professional
                                         fees, arising out of or in connection with the use of the Software by the Licensee, its
                                         employees, agents, or independent contractors, except to the extent any such demand,
                                         claim, or suit arises out of or in connection with The Licensor’s breach of its
                                         obligations under this Agreement. The Licensor's entire liability and Licensee's sole
                                         and exclusive remedy for breach of the foregoing warranty shall be, at Licensor's option,
                                         to either;



 


	 	 	a.	return
                                         to Licensee the fee or a portion of the fee for the period in which the Software
                                         did not perform according to this warranty, or
	 	 	 	 
	 	 	b.	repair
                                         the defects or replace the Software.
	 	 	 	 
	 	c)	Survival:
    The provisions of this section shall survive termination of this Agreement.



 


9.
 Confidentiality


 


Both
Parties agree that they shall keep confidential the provisions and subject matter of this Agreement and any negotiations
relating to furthering the relationship between the two parties. The Licensee understands and agrees not to market, or disclose
any Information about The Licensor with Third Parties without prior written notice signed by both parties. This does not apply
to information which:


 


		a)	is
                                         required to be disclosed by operation of Law or any stock exchange regulations or any
                                         binding judgement or order, or any requirement of a competent authority;
	 	 	 
		b)	is
                                         reasonably required to be disclosed in confidence to a party's professional advisers
                                         for use in connection with the relationship between the parties and/or matters contemplated
                                         in this Agreement; or
	 	 	 
		c)	is
                                         or becomes within the public domain (otherwise than through the recipient party's default).



 


10.
Media Releases


 


Both
Parties agree that no public announcement or press release in connection with the subject matter of this Agreement or any further
transaction shall be made or issued by or on behalf of either party without the prior written approval of the other party (such
approval not to be unreasonably withheld or delayed). This does not apply If the announcement or press release is required by
law or by any governmental authority, although in such circumstances the relevant party shall give the other party every
reasonable opportunity to comment on any announcement or release before it is made or issued (provided that this shall not have
the effect of preventing the party making the announcement or release from complying with its legal obligations).


 






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11.
General Provisions


 


		a)	Authority:
                                         Each Party represents and warrants that it is a legal business entity duly organized
                                         and validly existing in good standing under the laws of the jurisdiction of its formation,
                                         and that it has full power and authority to enter into and perform this Agreement. Each
                                         Party also represents and warrants that the person signing this Agreement on its behalf
                                         has been properly authorized and empowered to do so.



 


		b)	Complete
                                         Agreement: This Agreement, together with as appendices, constitutes the entire understanding
                                         and agreement between the Parties with respect to the subject matter of the Agreement
                                         and supersedes any and all prior oral or written communications with respect to it, all
                                         of which are merged into it. Except as specifically provided for, this Agreement may
                                         not be altered, amended, or modified except by an instrument in writing signed by a duly
                                         authorized representative of both Parties.



 


		c)	Modifications
                                         to Agreement: Except as provided for herein, modifications and amendments to this Agreement,
                                         including any Schedule or appendix hereto, shall he enforceable only if they are in writing
                                         and are signed by authorized representatives of both parties.



 


		d)	Notices:
                                         All notices and other communications given in connection with this License shall be in
                                         writing and shall be deemed given as follows:



 


		●	When
                                         delivered personally to the recipient's address as appearing in the introductory paragraph
                                         to this License;



 


		●	Four
                                         business days after being deposited in the mail, postage prepaid to the recipient's address
                                         as appearing in the introductory paragraph to this License; or



 


		●	When
                                         sent by fax or telex to the last fax or telex number of the recipient known to the party
                                         giving notice. Notice is effective upon receipt provided that a duplicate copy of the
                                         notice is promptly given by first-class or certified mail or the recipient delivers a
                                         written confirmation of receipt by an officer of that company.



 


		●	Any
                                         party may change its address appearing in the introductory paragraph to this License
                                         by giving notice of the change in accordance with this paragraph.



 


		e)	Remedies:
                                         No remedy conferred on The Licensee by any specific provision of this Agreement is intended
                                         to be exclusive of any other remedy, and each and every remedy shall be cumulative and
                                         shall be in addition to every other remedy given under this Agreement or existing at
                                         law or in equity or by statute or otherwise The election of one or more remedies by The
                                         Licensee shall not constitute a waiver of the right to pursue other available remedies.



 


		f)	Waiver
                                         The Licensee's waiver or modification of, or failure to insist on any of the provisions
                                         of this Agreement shall not void, waive, or modify any of the other provisions or be
                                         construed as a waiver or relinquishment of The Licensee's right to performance in the
                                         future of any such provision.



 



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		g)	Severability:
                                         if any provision of this Agreement is declared or found to be illegal, unenforceable,
                                         or void by a court of competent jurisdiction, then both Parties shall be relieved of
                                         all obligations arising under the provision, but only to the extent that the provision
                                         is illegal, unenforceable, or void. The Parties intend that this Agreement shall be deemed
                                         amended by modifying the provision to the extent necessary to make it legal and enforceable
                                         while preserving its intent or, if that is not possible, by substituting another provision
                                         that is legal and enforceable and achieves the same objective. The remainder of this
                                         Agreement shall not be affected by such declaration or finding and is capable
                                         of substantial performance, then each provision not so affected shall be enforced to
                                         the extent permitted by law.



 


		h)	Successors:
                                         This Agreement shall be for the benefit of and be binding on the heirs, legal representatives,
                                         successors, and permitted assigns of the Parties.



 


		i)	Headings:
                                         Headings used in this Agreement are for reference purposes only and neither limit nor
                                         amplify the terms of the Agreement.



 


		j)	Governing
                                         Law: This Agreement shall be governed by and construed according to the laws of Labuan,
                                         Malaysia as they are applied to contracts made and to be performed entirely in Labuan,
                                         Malaysia, but without reference to Labuan. Malaysia rules regarding conflicts of laws.
                                         All action under this Agreement shall be brought in a federal court of competent jurisdiction
                                         in Labuan. Malaysia, and in no other jurisdiction.


j

 


		k)	Survival
                                         of certain provisions: Termination of this Agreement for any reason shall not release
                                         either Party from any liabilities or obligations set forth in this Agreement that (a)
                                         the Parties have expressly agreed shall survive any such termination or (b) remain to
                                         be performed or by their nature would he intended to he applicable following any such
                                         termination. The provisions of this section shall survive termination of this Agreement.



 


		l)	Force
                                         Majeure: If the performance of this Agreement or any obligation under it by any Party
                                         is prevented, restricted, or interfered with by reason of fire or other casualty or accident,
                                         acts of God, severe weather conditions, strikes or labor disputes, war or other violence,
                                         any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental
                                         agency or other act or condition whatsoever beyond be reasonable control of the Party,
                                         the Party whose performance is so affected, on giving prompt notice to the other Party,
                                         shall be excused from performance. If the force majeure condition continues for ninety
                                         (90) days, then the Party whose performance is not affected by the condition may, at
                                         its option and without liability to the other Party, terminate this Agreement.



 


		m)	Counterparts:
                                         This Agreement may he executed in counterparts, all of which taken collectively, shall
                                         be deemed to constitute a single document.



 


		n)	Relationship:
                                         The relationship of the Parties under this Agreement is one of independent contractors
                                         and no agency. partnership, joint venture, or similar relationship is created by it.
                                         Except as specifically authorized, neither Party shall have any authority to assume or
                                         create obligations on the other Party's behalf. Neither Party shall take any action that
                                         has the effect of creating the appearance of its having such authority.









  



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		o)	Assignment:
                                         The rights conferred by this Agreement shall not be assignable by The Licensee without
                                         The Licensor's prior written consent, which consent shall not be unreasonably withheld.
                                         The Licensor Agrees that written consent well be automatic should The Licensee be purchased
                                         by a third party.



 


		p)	This
                                         Agreement does not constitute an offer, and shall only be enforceable when signed by
                                         both parties.



 


Fee
Schedule


 


License


Fees


  


Prices
detailed in this Schedule are subject to change as described in Paragraph 7 dells Agreement.


 


PLEASE
NOTE THAT THIS AGREEMENT ONLY APPLIES IF THE CLIENT HOSTS ON THE DRAGONTRADEBOOK Software SERVER LICENSE WITH A WHITE LABEL OR
GENERIC FRONT END.


 


Set-Up


Fee 


 


An
upfront set-up fee of US Dollars 20,000.00 (Twenty thousand) is required. Immediately on receipt of such set-up fee, but not before,
the Licensor will initiate the necessary set-up procedures. Due to the level of maintenance required for CFDs and Currency Futures,
should these trading instruments be required by the Licensee, they will incur a once-off levy of US Dollars 10,000.0.0
each in addition to the Dragon TradeBook set-up fee.


  


Minimum
Fee for the Risk Management Software and datacenter Usage:-


 


For
the purpose of clarity, each month's minimum fee are determined by the usage of the server resources by the Licensee. If required
the Licensee may request changes in resource allocation by the end of each month. Minimum fees are the minimum Dragon TradeBook
charges per month for the bridge services and technology. The basic minimum monthly fee is $350,000.00 (US$ three hundred and
fifty thousand) per month. Minimum fees are accountable against traded volume and represent no additional charge given that the
volume feel exceed the minimum fees. This fee schedule is valid till the end of year December 2014. Beyond 2014 a new agreement
will need to be discussed.


 


The
minimum fees are based on the maximum resource fee introduced by one group of items, but fall no lower than US Dollars 350,000.00
per month. Individual item fees are shown in the table below.


 





	AM
    Security	 	AM
    Symbol	 	AM
    Group	 	Executable
    Stream
	$2,000.00/month	 	$500.00/month	 	$1,000.00/month	 	Pricing and
    trading connection to a
	 	 	 	 	 	 	Liquidity
    Provider over FIX Protocol or API
	 	 	 	 	 	 	$1,000.00/month










 









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By
way of example:


 


		1)	Should
                                         the Licensee require: 1 Security, 60 symbols, 40 groups and 2 Executable Streams,
                                         its minimum monthly fee will be US Dollars 4,000.00 based on the maximum resource fee
                                         introduced by the 40 group items at US Dollars 100.00 per month.



 


		2)	Should
                                         the Licensee require: 1 Security, 60 symbols, 25 groups and 1 Executable Stream, its
                                         minimum monthly fee will be US Dollars 3,000.00 based on the maximum resource fee introduced
                                         by the 60 symbol items at US Dollars $0.00 per month.



 


White
Label Setup and Maintenance Fees


 


These
fees are payable by the Licensee prior to the commencement of service. The Licensee agrees to pay the initial fee of for the White
Label setup, plus an additional $7,500.00 per month payable within thirty (30) days of the Licensor’s invoice each month
for a license in relation to server software (these are passed from third party vendors, without additional mark-up).


 



Additional
                                         support fees


 


The
Licensee may be subject to additional support fees, if software guidelines as set out herein are NOT followed and/or The
Licensor deems a support issue to be extraneous.


 


	The
    Licensor:	 	 	The
    Licensee:
	 	 	 	 
	Signature:
    /s/ Karamjit Singh	 	 	Signature:
    /s/ Niraj Goel
	 	 	 	 
	Name: Karamjit
    Singh	 	 	Name: Niraj
    Goel
	 	 	 	 
	Title: Director	 	 	Title: Director
	 	 	 	 
	Company: Dragon
    Malaysia Ltd.	 	 	Company: Algo
    Markets Ltd. (Labuan)
	 	 	 	 
	Date: 22 March
    2014	 	 	Date: 22 March
    2014






 


 


 


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