VENTURE AGREEMENT

1. INTRODUCTION

Mr. Omar Yassin Bin Abdullah, bearing the IC number: 640201-08-5967, a Malaysian
citizen residing at address, 203, JALAN MELOR 4/7, PERSIARAN AMAN JAYA 4,
BANDAR AMAN JAYA,08000 SUNGAI PETANI, KEDAH, in his own capacity has on
the 20th September, 2023 entered into an agreement of understanding (“AOU”) with Mr.
Maren Subramaniam, bearing the IC number: 790214-05-5437, a Malaysian citizen
residing at address No5, LORONG HILIR 2, TAMAN GEMBIRA, 41000, KLANG
S.D.E for the proposed development of ScanKod application and formation of a Venture
Company, upon the terms and conditions stipulated in the AOU (“Proposed Venture”).

2. DETAILS OF THE PROPOSED VENTURE

A) Formation of a new company with an allocated share to Mr. Omar amounting to 25%
B) Company name shall in comprise of words Scankod, A.S.
C) Nomination of the President of the new form company should be awarded to Mr. Omar
D) Proposed salary RM 80,000.00 for the President
E) At the discretion of the newly appointed President, he will be limited to appoint
1(ONE) Executive Director on his behalf.
F) Executive Director shall be a mediator between the ongoing business and the President
during his absence. Executive director will also consult CEO and President from time
to time.
G) Executive director’s salary will be determined by the President upon discussion the
with the CEO and limited to RM 25,000.00.
H) Only the President upon consulting and confirmation from the CEO, would be able to
terminate the services of the Executive Director.
I) All partners agrees that future share sale or distribution should be consulted amongst
current shareholders and priority share purchase should be given to Mr.
Omar(PRESIDENT) first.
J) As main contributors to the development of the company, it is also advised the CEO
and COO, takes a minimum salary of RM 40,000.00 and RM 25,000.00 respectively.

3. INFORMATION OF THE PARTIES

Mr. Omar Yassin Bin Abdullah

(particulars of MR Omar)

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 Mr. Maren Subramaniam
(particulars of Mr Maren)

4. SALIENT TERMS OF THE AOU

The salient terms of the AOU include, amongst others, the following:

4.1 Agreement to start

In consideration of the Development, Mr. Omar is agreeing to inject a sum of RM

10,000,000.00 pursuant to the AOU and subject to the various agreements,
undertakings, covenants and obligations of the Parties approved by the relevant
authorities but subjected always to the terms and conditions of the AOU.

5. FINANCIAL EFFECTS ON COMPANY

5.1 Share Capital and Substantial Shareholders’ Shareholdings

The AOU will have effect on the share capital and substantial shareholders’
shareholdings of the Company.

5.2 Earnings and Net Assets

The AOU will not have any material effect on the earnings or net assets of both
parties

5.3 Gearing

The AOU will not have any effect on the gearing of both parties.

6. RATIONALE

As the Developer has all the necessary knowledge, expertise and experience in the field of
application development and related business and is able to provide technical,
commercial, financial and management expertise, both parties believes the Mr.Maren is
the suitable and in better position to undertake and complete the development of the
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 Scankod.

7. RISK FACTORS

The Proposed Venture is subject to the terms and conditions of the AOU. There is no
assurance that the Proposed Venture will not be exposed to risks such as termination of the
AOU and inability to fulfil the terms and conditions of the AOU apart from the risks
inherent in the I.T industry.

Both parties will endeavor to take all necessary steps to ensure that the terms and
conditions of the AOU which are within the control of the Company formed are met on a
timely basis and will take necessary steps to mitigate the risks as and when arises.

8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED WITH THEM

None of the Directors and/or major shareholders of AOU and/or persons connected with
them has any interest, direct or indirect, in the JVA.

9. STATEMENT BY DIRECTORS

Having considered all the relevant aspects including the rationale and benefits of the
Proposed Joint Venture, both Parties is of the opinion that the JVA is in the best interest of
both parties.

10. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the AOU is available for inspection at the registered office of the Company at
Address(________________) during normal office hours from Monday to Friday (except
public holidays) for a period of 3 months from the date of this agreement.

This agreement is dated 20th September 2023.