PARTNERSHIP AGREEMENT

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PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT is made on 11th day of November 2016

BETWEEN

SITI FAUZIAH BINTI ABU BAKAR (I/C No : 820624-02-5866) of No 1, Jalan Akuatik 13/77B,
D’ Kayangan, Seksyen 13, 40100 Shah Alam, Selangor (hereinafter called “JIE”)of the one
part;

AND

NUR AIN NAZURAH BINTI MOHD NOOR (I/C No: 920322-08-6066) of No.25, Jalan 18/8A,
Seksyen 18, 40200 Shah Alam, Selangor (herein after called “AIN”) of the second part;

AND

SITI SURAINI BINTI AHMAD (I/C No: 920417-08-5677) of No. 55, Jalan 18/16C, Seksyen
18, 40200 Shah Alam, Selangor (hereinafter called “SU”) of the third part;

AND

NOR SYAZWANI BINTI SHAHNUN (I/C No: 891203-09-6922) of No. 48 Jalan Ping
Pong 13/19 Seksyen 13, 40100 Shah Alam Selangor (hereinafter called “WANIE”) of the
fourth part;

AND

SITI FATIMAH AZZAHRAH BINTI MOHD ZAMRI (I/C No: 860516-01-5411) of No. 13, Jalan
Jujur Dua 25/30B, Taman Seri Muda, Seksyen 25, 40400 Shah Alam Selangor. (here in after
called “TIM”) of the fifth part;

(here in after shall collectively be referred to as the Partners)

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WHEREAS:-

A. The parties hereto are currently the partners to a business entity known as
“TRAMOD ENTERPRISE” a partnership business registered under the Business
Registration Act 1956 and having its address at 2730, Jln Serai Wangi G 16/G, Seksyen 16,
40200 Shah Alam, Selangor hereinafter referred to as “Partnership”

B. The partnership is now carrying on the business nasi lemak ayam cheese a product
and such other related business activities (hereinafter referred to as “the Partnership
Business”).

C. The initial capital of the Partnership Business is RM81,549

D. The parties hereto hereby agree to set out and regulate the terms and conditions
governing the relationship among them as partners to the Partnership subject to the terms
and conditions herein contained.

NOW IT IS HEREBY AGREED as follows:-

1.0 PLACE OF BUSINESS

The Partnership Business shall be carried out at 2730, Jln Serai Wangi G 16/G,
Seksyen 16, 40200 Shah Alam, Selangor or at such other place or places as the Partners
from time to time may approve (hereinafter referred to as the “Demised Property”).

2.0 DURATION OF PARTNERSHIP

This Partnership Agreement shall have full force from the date of this Agreement and
shall continue to bind on the Partners until it is determined as hereinafter specified.

3.0 CAPITAL AND ACCOUNT

3.1 The Partners shall immediately after the signing of this Agreement pay into an
account to be opened in the name of the Partnership Business (hereinafter referred to as
“the Partnership Account”) a sum of Ringgit Malaysia Eighty One Thousand Five Hundred
and Fourty Nine (RM81,549)only or any other sum as may be agreed upon by the Partners
herein (hereinafter referred to as “Initial Capital”). The details of the Initial Capital are as
follows:

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NAME EQUITY EQUITY
CONTRIBUTION CONTRIBUTION
(%) (RM)

Siti Fauziah Binti Abu Bakar 25 20,387.25

Nur Ain Nazurah Binti Mohd Noor 15 12,232.35

Siti Suraini Binti Ahmad 15 12,232.35

Nor Syazwani Binti Shahnun 15 12,232.35

Siti Fatimah Azzahrah Binti Mohd 15 12,232.35

Zamri

TOTAL 100 81,549

3.2 IKIN and BELLA shall be the signatories to the Partnership Account.

3.3 Any payment out of the partnership account shall have been first approved by all the
parties to this agreement.

3.4 The Partners shall appoint an independent accountant (hereinafter called “the
Accountant”) to manage the yearly account of the Partnership Business.
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3.5 The Partners shall properly keep all books of account of the Partnership Business at
the office of the Partnership Business and will open for inspection by any of the Partners
hereto at any time.

3.6 All the working staff will be appointed by both Partners, and their wages and salaries
and other emoluments will be fixed in the same way.

4.0 PROFIT AND LOSS

4.1 Each of the Partners shall be entitled to the Partnership Business profit in
accordance with the percentage of their respective equity contribution as specified in clause
3.1 herein and shall also bear all losses in the same proportions.

4.2 The Partners shall direct the Accountant in pursuant to Clause 3.4 herein to
calculate all assets and liabilities of the Partnership Business and prepare a yearly balance
sheet and profit and loss account and share of profits. 133
 4.3 All the balance sheet and profit and loss account and share of profits as
stipulated in Clause 4.2 herein shall upon its completion be signed by the Partners and
thereafter the Partners shall be bound thereby unless manifest error shall be found therein
within one (1) month in which case such error shall be rectified.

5.0 PARTNERS’ SALARY AND PARTNERSHIP MONIES

5.1 As compensation for partners’ services in and to the Partnership business, each
Partner shall be entitled to a salary of RM1,500.00 each month except General Manager
salary RM2,000.00, which shall be deducted by the Partnership as an ordinary and
necessary business expense before determination of net profits. The salary of any Partner
may, however, be increased or reduced at any time by mutual agreement of all the Partners
.

5.2 The Partners shall be entitled to draw out of the Partnership Account on a
monthly basis or as the case may be on account of their respective shares of profits as
specified in Clause 4.1 herein.

5.4 In the event the account taken by the Accountant appears that any partner or
Partners has drawn any sum in excess of their share of profits as specified in Clause 4.1
herein he shall forthwith repay such excess into the Partnership Account or to be deducted
from his monthly salary or next profit account.

6.0 DUTY AND LIABILITY

6.1 Each Partner shall be just and faithful to the other Partners and shall diligently
attend to the Partnership Business and devote their whole time and attention thereto.

6.2 No Partner shall without the consent of the other Partners enter into any
contract, engage in any business other than that of the Partnership Business or engage or
dismiss any employee of the Partnership Business or become bail or surety for any person
or lend any partnership property release any debt due to the Partnership Business except in
the ordinary cause of business draw accept or endorse any bill of exchange.

6.3 In the event of any Partner shall engage in any other contract or business
transaction or any acts other than as stipulated in Recital B herein without the consent of the
other, the Partner who unilaterally enter into such contract or business transaction or acts
shall be solely liable for such contract or acts and fully indemnify the other Partners in the
event the other Partners is held to be liable for such contract or acts.

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 6.4 In the event the Partners intend to engage employees, agents or any other
person for the purposes of the Partnership Business, such employees, agents or any other
person shall only be engaged upon mutual consent and agreement of the Partners.

6.5 The Partners shall be jointly responsible and liable for the rental of the
Demised Premises as specified in the Tenancy Agreement entered into between the
Partnership and the landlords of the Demised Premised as attached herewith.

6.6 Each of the partners hereto, subject to that is herein otherwise provided,
shall:-

a) Participate and attend to the business to the greatest common

advantages of the Partnership Business.

b) Be just and faithful to each other.

c) Render true accounts and full information of all moneys affecting the
Partnership Business to the other.

d) Indemnify the Partnership Business for any loss caused to it by willful

negligence or fraud in the conduct of the Partnership Business.

e) Attend to the Partnership Business diligently and actively.

f) Not to withdraw any amount for his own benefit or use as

remuneration or otherwise without the consent of the others, except to

the extent hereinbefore provided.

g) Every party shall account for the profit earned from any transaction of

the Partnership Business or from the use of the Property in any

business transaction of the Partnership Business.

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7.0 DISSOLUTION AND RETIREMENT

7.1 This Partnership Agreement may be determined by giving to the other

Partners not less than three (3) months’ notice in writing and agreed upon by all the Partners
of the Partnership Business.

7.2 If this Partnership Agreement shall be determined by notice pursuant to

Clause herein or dissolved by the death or bankruptcy of any Partner or by order of the
Court, the Partner whom notice was given or the surviving or solvent Partner or the Partner
on whose application such order was made as the case may be, may within fourteen (14)
days from the giving of such notice or within fourteen (14) days from such death or
bankruptcy or the making us such order as the case may be, by notice in writing to the other
Partners or their personal representatives trustee in bankruptcy or receiver, elect either to
have the Partnership Business wound up pursuant to the provisions of the Partnership Act
1961 or to purchase the share of the other Partner at the net value thereof as agreed
between the Partner giving notice (hereinafter called “the Purchaser”) and the other Partner
or his personal representatives, trustee in bankruptcy or receiver as the case may be
(hereinafter called “the Vendor”) or in default of such agreement as assessed by a value to
be nominated by the Purchaser and the Vendor jointly in writing and in agreeing or
assessing the net value of such share the goodwill of the Partnership shall be taken into
account.

7.3 Any valuer so nominated or appointed as specified in Clause 7.2 herein shall
act as an expert and not as an arbitrator and his professional charges shall be borne by the
Vendor and the Purchaser in equal shares.

7.4 On the purchase by a partner of the share of the other partner pursuant to
Clause 7.2 herein the purchase money shall be paid by the partner who purchases the share
of the other on a date to be agreed upon by the partners or their personal representatives.

7.5 If a partner desire to retire from the Partnership Business he shall give to the
other partners at least one month’s written notice to that effect and shall on the expiration of
the said notice period be deemed to have retired from the Partnership Business.

7.6 If a partner retires from the Partnership Business the retired partner shall not
be entitled to carry on the same or similar business in the same name as that of the
Partnership Business.

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 7.7 The dissolution of the Partnership Business or the purchase of the other
partner’s share by the remaining partners and the retirement of the partners shall not affect
the continuation of the Partnership Business under the trade name TraMod Enterprise,
unless all the Partners mutually agreed to dissolve the Partnership Business.

8.0 CONTROVERSY OR CLAIM

Any controversy or claim arising out of or relating to this Agreement, or the breach
hereof, shall be referred to any court having jurisdiction thereof.

9.0 ILLEGALITY

Each provision of this Agreement shall be construed separately and in the event any
provision of this Agreement shall prove to be illegal or unenforceable, the remaining
provision shall remain in full force and effect.

10.0 ASSIGNMENT

Neither this Agreement nor any rights granted here under may be assigned extended
or otherwise transferred by either of the partner to any third parties without the written
consent of the other partner.

11.0 TIME

Time wherever mentioned in this Agreement shall be of the essence of this

Agreement.

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12.0 NOTICE

Any notice required to be given by either of the partners here under shall be in writing
and shall be served by either of the partners hereto on the other partner and shall be
deemed to be sufficiently served on the other partner if left at or sent by prepared registered
post to the partners respective addresses as herein contained and if sent by post shall be
deemed to be served three days after the date of posting and shall take effect thereon.

13.0 BINDING EFFECT

This Agreement shall be binding on the respective permitted assigns and heirs,
personal representatives and successors-in-title of the partners herein.

14.0 INTERPRETATION

In this Agreement unless the context states otherwise the following interpretation
shall be adopted:-

a) Words importing the singular number shall include the plural and vice versa.

b) The headings to the Clause are for ease of reference only and shall not affect

the interpretation or construction of this Agreement.

c) Words importing the masculine gender shall include the feminine and neuter
gender and vice versa.

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5.0 LEGAL FEES AND DISBURSEMENT

All legal fees and disbursement incurred or to be incurred for the preparation and
execution of this Agreement shall be shared equally by the partners herein.

IN WITNESS WHERE OF the parties hereto have hereunto set their hands the day and year
first above written.

SIGNED AND DELIVERED by )

Siti Fauziah Binti Abu Bakar ) ……………………………………….

in the presence of :- ) Siti Fauziah Binti Abu Bakar

SIGNED AND DELIVERED by )

Nur Ain Nazurah Binti

Mohd Noor ) ……………………………………….

in the presence of :- ) Nur Ain Nazurah Binti Mohd Noor

SIGNED AND DELIVERED by )

Siti Suraini Binti Ahmad ) ……………………………………….

in the presence of :- ) Siti Suraini Binti Ahmad

SIGNED AND DELIVERED by )

Nor Syazwani Binti Shahnun ) ……………………………………….

in the presence of :- ) Nor Syazwani Binti Shahnun

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SIGNED AND DELIVERED by )

Siti Fatimah Azzahrah Binti

Mohd Zamri ) ……………………………………….

in the presence of :- ) Siti Fatimah Azzahrah Binti

Mohd Zamri

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APPENDICES

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