FIRST AMENDMENT TO

COMMERCIAL AGREEMENT

The Parties acknowledge that the prior First Amendment to Commercial Agreement dated October 7th 2020 (“Prior Agreement”) is hereby replaced in its entirety by this Agreement and rescinds all obligations under the prior agreement. This FIRST AMENDMENT TO COMMERCIAL AGREEMENT contains the entire agreement of the parties hereto with respect to the subject matter of this FIRST AMENDMENT TO COMMERCIAL AGREEMENT.
THIS FIRST ADMENDMENT TO COMMERCIAL AGREEMENT is made and entered into on October 23, 2020 (the “Amendment”) by and between ZYBI TECH INC., (“Partner”) and EMQ SINGAPORE PTE. LTD. (“EMQ”).
WHEREAS, Partner and EMQ entered into that certain Commercial Agreement dated March 10, 2020 (the “Agreement”) and pursuant to which EMQ provides certain remittance services to the Partner to enable the Partner’s customers to remit funds in certain Service Countries;
WHEREAS Schedule A of the Agreement sets forth the terms and conditions of the remittance services provided by EMQ in each Service Country;
WHEREAS the parties desire to add the Service Capabilities to include China E-Wallet, Indonesia, Japan, Singapore, Malaysia and SEPA for C2C Transactions and B2B Transactions to China, Indonesia, Japan, Singapore, Malaysia and SEPA; and
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
  1. The definition for “C2C” and “B2B” will be added to Clause 1 “Definitions” of the Agreement as set forth below:
    1. Clause 1.23 will be added as follows: “C2C” or “Consumer-toConsumer” means between two natural persons.
    2. Clause 1.24 will be added as follows:“B2B”or “Business-to-Business” means between two legal entities created to conduct business which may include but not limited to corporations, limited companies, partnerships, and sole proprietorships.
  2. Clause 12 of the Agreement will be deleted in its entirety.
  3. Schedule A of the Agreement will be deleted in its entirety and replaced with a new Schedule A attached in Appendix 1.
  4. Schedule B of the Agreement “Sanction Countries” will be moved and renamed to become Schedule C.
  5. A new Schedule B of the Agreement will be inserted as attached in Appendix 2.

INTERNATIONAL REMITTANCE SERVICE TERMS AND CONDITIONS FOR

C2C TRANSACTIONS

1. Service Description
This Schedule A shall set forth the terms and conditions of the remittance Services to be provided by EMQ with respect to C2C Transactions. Parties hereto hereby unconditionally and irrevocably agree and confirm that the Services can be provided only to the extent permissible under the Applicable Laws, and only if the Remitter and Beneficiary are not nationals or citizens of a Sanctioned Country.
2. Service CapabilitiesChina
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank Transfer125 Banks Within minutes when Beneficiary has completed KYC registration*, and if transaction is sent during 7:00am – 10:30pm (GMT+8) CNY USD 3,000 per transaction; Per Beneficiary: 2 transactions a day, and USD 50,000 per year
E-WalletAlipay WalletWithin minutesCNYCNY 50,000
* All first-time Beneficiaries are required to complete a one-time online registration through the weblink provided by EMQ’s pay out agent sent via SMS prior to receiving money. The firsttime Beneficiaries will have up to 72 hours to complete the online registration after the submission of the Partner Instructions. Transactions can be made only to bank accounts held by Chinese citizens with resident identity cards issued by the government of China.
Indonesia:
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank Transfer80+ BanksWithin minutes, cutoff time 9pm (GMT+7)IDRIDR 50,000,000
Next Day (T+1), cutoff time 3pm (GMT+7)IDR 200,000,000
Cash Pick-Up13,000 locations (BCA and post offices)Within minutesIDR 25,000,000
E-WalletLinkAja, GoPay, Ovo, DanaWithin minutesTBC
Japan (to be live in Q4):Ser vice MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank Transfer160+ BanksNext Day (T+1), cut-off time 10:30am (GMT+9)JPYJPY 30,000,000
Malaysia:
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank TransferMaybank, Hong Leong Bank, RHB Bank & Public BankSame day, cut-off time 2pm (GMT+8)MYRMYR 70,000
Other BanksNext Day (T+1), cutoff time 2pm (GMT+8)MYR 70,000
Cash Pick UpAll TML branchesWithin minutesMYR10,000
Additional information required for all bank transfers when a single transaction exceeds MYR 50,000.
Singapore:
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank Transfer19 BanksWithin minutesSGDSGD 200,000
Single Euro Payments Area (“SEPA”) Countries:
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank TransferAll BanksNext Day (T+1), cut-off time 12pm (GMT+0)EUREUR 100,000
3. Fee Schedule*
CountryDelivery MethodTransaction TypeFee Per Transaction (USD)Transaction Limit
ChinaBank TransferC2C3.00 USD 3,000 per transaction; Per Beneficiary: 2 transactions a day, and USD 50,000 per year
CountryDelivery MethodTransaction TypeFee Per Transaction (USD)
Tier III (USD1mil / month)Tier II (USD1mil-2mil/month)Tier I (>USD2mil/ month)
ChinaE-WalletC2C6.256.005.75
IndonesiaBank TransferC2C1.801.701.60
Cash Pick UpC2C3.403.303.20
E-WalletC2C1.801.701.60
JapanBank TransferC2C7.006.906.80
SingaporeBank TransferC2C1.201.101.00
MalaysiaBank TransferC2C2.602.502.40
Cash Pick UpC2C2.602.502.40
SEPABank TransferC2C2.402.302.20
*A minimum fee of USD1,500 is payable monthly if the overall monthly minimum gross transaction value (“GTV”) across all countries and corridors in respect of C2C and B2B Transactions is less than USD500,000 per month. A six-month grace period will apply from the date of this First Amendment.
4. Transaction Failure or Error
EMQ will check for errors on a Transaction before crediting money into Beneficiary Bank Accounts. If EMQ finds any error, EMQ will return the error message to Partner via API.
If EMQ has processed a Transaction, but the Transaction amount cannot be successfully paid out to any Beneficiary because (i) Partner or Remitter provided incorrect Partner Instructions or information, including but not limited to incorrect Beneficiary Bank Account information; (ii) Beneficiary’s identity cannot be reasonably verified or satisfactorily validated by the payout outlet; (iii) the Beneficiary fails to pick up the Transaction amount within ten (10) calendar days; (iv) the Transaction is rejected by EMQ’s payout agents or outlets for compliance reasons, or (v) in the case of a Transaction bound for China, the Beneficiary fails to complete the online KYC registration with the local payout bank within 72 hours; then EMQ will cancel the Transaction and refund the principal remittance amount into the Pre-Funding Account, but is entitled to retain the Service Fee(s) as stated in this Schedule A. If any interim or correspondent bank or service provider imposes an additional handling fee for any of the Transactions described in this subsection, Partner or Remitter shall be responsible for such fees. Notwithstanding the foregoing, in the event a transaction cannot be successfully paid out due to compliance reasons, EMQ may withhold the principal remittance amount if required by Applicable Laws.
5. Obligations of Zybi Tech
  1. AML / CFT Compliance: Partner shall comply with AML and CFT requirements set forth in the Applicable Laws, including having (i) a comprehensive and documented AML/CFT policy based on international best practices, (ii) an independent Compliance Officer reporting directly to Partner’s Board of Directors (or to the owners/partners of the entity if there is no Board of Directors), (iii) regular and appropriate staff training and (iv) independent testing and review on the effectiveness of the AML and CFT measures and controls.
  2. KYC Check: Partner shall conduct all necessary KYC, AML, CFT, and other vetting and checks to verify Remitter accounts in accordance with Applicable Laws, including conducting the following procedures:
    • At the point of transaction, verify customer information (full legal name, residential status, address, mobile number, date of birth, nationality, ID type, ID number, ID place of issue, ID expiry date, profession, etc.)
    • Verify customer’s original identification document, and retain a copy, certified as “Original Sighted and Verified”
    • Issue the customer a unique identification number (to be used by Partner to identify the customer)
    • Request for, and record, customer’s source of funds and purpose of transaction
    • -
    • Request for additional evidence of supporting documents (e.g., Power of Attorney, bank statement) as necessary
  3. Provision of Information. Partner shall also provide EMQ with the necessary information for AML and CFT check, which may include (i) the items mentioned in sub-section (b) above, and (ii) if Partner is an Aggregator, name, company registration, and licensing information of each sub-agent. Upon request of information and documentation relating to the identity of Remitter and Beneficiary and the account numbers (or unique transaction numbers where no account numbers exist) of the originating and beneficiary accounts, Partner must respond within forty-eight (48) hours. All other request for Transaction details and information must be responded to within 7 Business Days.
  4. Site Visit: If Partner is an Aggregator, Partner shall, without limiting its other obligations hereunder, perform regular on-site due diligence visits to each of its sub-agents to ensure the sub-agents’ compliance with AML, CFT, KYC, and other legal as well as contractual obligations. Upon request from EMQ, Partner as Aggregator shall provide sufficient summary of findings to EMQ.

INTERNATIONAL REMITTANCE SERVICE TERMS AND CONDITIONS FOR

B2B TRANSACTIONS

1. Service Description
This Schedule B shall set forth the terms and conditions of the remittance Services to be provided by EMQ with respect to B2B transactions. Parties hereto hereby unconditionally and irrevocably agree and confirm that the Services can be provided only to the extent permissible under the Applicable Laws, and only if the Remitter and Beneficiary are not registered in a Sanctioned Country or conduct a Prohibited Business.
2. Service CapabilitiesChina (to be live in Q4):
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank TransferAll BanksNext Day (T+1)CNY*No Limit
* China markets will not accept transactions after cut-off or on non-Business days. Transactions submitted outside of operational hours will be rejected.
Beneficiaries are required to provide information and documentary evidence relating to the Transactions to their respective beneficiary banks to meet local compliance regulations. Failure to provide such information may result in delays and/or cancellation of the Transactions.
Japan (to be live in Q4):
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank Transfer160+ BanksNext Day (T+1), cut off time 10:30 GMT+9JPYJPY 30,000,000
Indonesia:
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank Transfer80+ BanksWithin minutes, cut-off time 9pm (GMT+7)IDRIDR 50,000,000
Next Day (T+1) , cut-off time 3pm (GMT+7)IDR 200,000,000
Singapore:
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank Transfer19 BanksWithin minutesSGDSGD 200,000
Malaysia:
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank TransferMaybank, Hong Leong Bank, RHB Bank & Public BankSame day, cut-off time 2pm (GMT+8)MYRMYR 1,000,000
Other BanksNext Day (T+1), cut-off time 2pm (GMT+8)
Transactions equal to or exceeds MYR 30,000 may require the provision of additional information or documentation and Transactions equal to or exceeding MYR 200,000 will require the submission of Bank Negara Malaysia’s (central bank of Malaysia) declaration form & other related transaction documentation.
Single Euro Payments Area (“SEPA”) Countries:
Service MethodService CoverageTransaction SpeedAvailable CurrencyTransaction Limit
Bank TransferAll banksNext Day (T+1), cut-off time 12pm (GMT+0)EUREUR 250,000
3. Fee Schedule*
CountryDelivery MethodTransaction TypeFee Per Transaction (USD)
Tier III (USD1mil/ month)Tier II (USD1mil-2mil/month)Tier I (>USD2mil/ month)
ChinaBank TransferB2B6.005.805.60
IndonesiaBank TransferB2B5.004.804.60
JapanBank TransferB2B7.006.806.60
SingaporeBank TransferB2B5.004.804.60
MalaysiaBank TransferB2B5.004.804.60
SEPABank TransferB2B5.004.804.60
*A minimum fee of USD1,500 is payable monthly if the overall monthly minimum gross transaction value (“GTV”) across all countries and corridors in respect of C2C and B2B Transactions is less than USD500,000 per month. A six-month grace period will apply from the date of this First Amendment.
4. Transaction Failure or Error
EMQ will check for errors on a Transaction before crediting money into Beneficiary Bank Accounts. If EMQ finds any error, EMQ will return the error message to Partner via API.
If EMQ has processed the Transaction and the Transaction amount cannot be successfully paid out to the Beneficiary because (i) Beneficiary information provided in the Partner Instruction is incorrect, such as incorrect Beneficiary Bank Account information; (ii) the Beneficiary fails to provide information and documentation as required by the beneficiary bank when claiming the remittance; or (iii) the Transaction is rejected by EMQ’s payout agent or the beneficiary bank for compliance reasons, EMQ will cancel the Transaction and refund the principal remittance amount to the Pre-Funding Account but is entitled to retain the applicable Services Fees as stated in this Schedule B. If any interim or correspondent bank or service provider imposes an additional handling fee for any of the Transactions described in this subsection, Partner or Remitter shall be responsible for such fees. Notwithstanding the foregoing, in the event a transaction cannot be successfully paid out due to compliance reasons, EMQ may withhold the principal remittance amount if required by Applicable Laws.
5. Obligation of Zybi Tech
  1. AML / CFT Compliance: Partner shall comply with AML and CFT requirements set forth in the Applicable Laws, including having (i) a comprehensive and documented AML/CFT policy based on international best practices, (ii) an independent Compliance Officer reporting directly to Partner’s Board of Directors (or to the owners/partners of the entity if there is no Board of Directors), (iii) regular and appropriate staff training and (iv) independent testing and review on the effectiveness of the AML and CFT measures and controls.
  2. KYC Check: Partner shall conduct all necessary KYC, AML, CFT, and other vetting and checks to verify Remitter accounts in accordance with Applicable Laws, including conducting the following procedures:
    • At the point of transaction, verify customer information (full legal name, registered address, place of incorporation and date of incorporation.
    • Verify names, copies of identification (e.g. passport or other forms of government issued photo-identification), residential address of directors, ultimate beneficial owners, authorized signatories, and representatives’ information.
    • Verify customer’s ownership structure.
    • Issue the customer a unique identification number (to be used by Partner to identify the customer)
    • Request for, and record, customer’s source of funds and purpose of transaction
    • Issue a transaction receipt, with all requisite transaction details, to be signed by the customer
    • Request for additional evidence of supporting documents (e.g., Power of Attorney, bank statement) as necessary
  3. Provision of Information:
    1. Partner shall provide EMQ with Partner Instruction via API with the necessary information for AML and CFT check for every Transaction, which must include:
      • Name of Remitter
      • Name of Beneficiary
      • Name of shipper and consignee if different from Remitter or Beneficiary
      • License or business registration number of company registration/incorporation
      • Fund originating country
      • Source of fund
      • Purpose of the Transaction
      • Bank account number of Beneficiary
      • Address of Remitter if Transaction is over HKD 8000 or equivalent (approximately USD 1,030).
      • For Transactions bound for Japan, Partner shall also provide:
        • Brief description of goods or Harmonized System or HS Code (a six-digit goods classification code)
        • Origin of the goods
        • Originating port of the goods
    2. Upon request by EMQ, Partner shall provide the following information or document within 24 hours:
      • Copy of certificate of incorporation of Remitter and/or Beneficiary
      • Copy of identification document of the authorized person for the Remitter (passport or other government issued photo ID)
      • Bank account number of Remitter (or unique transactions number where no bank account number exists)
      • Any other documents relating to any of the requested Transactions
      If any of be above information is not provided within 24 hours, the related Transaction shall be cancelled, and the Transaction Amount shall be credited to the Pre-Funding Account and
    3. EMQ may from time to time request additional documents from Partner for AML post transaction monitoring purposes. Upon request by EMQ, Partner shall provide the following documentation or information relating to any Transaction within 7 Business Days:
      • Invoice
      • Bill of Lading
      • Airway Bill
      • Any other documents relating to any of the requested Transactions
  4. Site Visit: If Partner is an Aggregator, Partner shall, without limiting its other obligations hereunder, perform regular on-site due diligence visits to each of its sub-agents to ensure the sub-agents’ compliance with AML, CFT, KYC, and other legal as well as contractual obligations. Upon request from EMQ, Partner as Aggregator shall provide sufficient summary of findings to EMQ.
6. All capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to them in the Agreement.
7. Except as otherwise provided herein, all terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day first written above.
EMQ Singapore Pte. Ltd.
By:
Name: Max Alexander Liu
Title: Chief Executive Officer
Zybi Tech Inc.
By:
Name: Raymond P. Ong
Title: Chief Executive Officer