DATED THE DAY OF, 2023

JOINT VENTURE AGREEMENT

BETWEEN

FIRST PARTY
ACHIEVEMENTS REALTY CORPORATION
(Company Regn: )

AND

SECOND PARTY
ROYAL NUSANTARA HOLDINGS, INC.
(Company Regn: )

pg. 1
 JOINT VENTURE AGREEMENT
TRANSACTION CODE: Quezon Techno SPEZ 2023

This Joint Venture Agreement (“Agreement”) is made and entered into on this date, the __
day of JANUARY 2023, and shall obligate the undersigned parties (hereinafter referred to as
(“The Parties”) jointly severally, mutually and reciprocally for the terms and conditions
expressly state and agree to below, and that this agreement may be referenced from time to time
in any document(s), or written agreements, the terms and conditions of this agreement shall
apply to any exchange of information written or oral involving financial information, personal or
corporate names, contracts initiated by or involving the parties and any addition, renewal,
extension, rollover amendment, renegotiations or new agreement hereinafter referred to as
"THE JOINT VENTURE FOR THE INVESTMENT IN DESIGN, BUILD, OPERATE &
MAINTAIN THE QUEZON TECHNO - INDUSTRIAL SPECIAL ECONOMIC ZONE
(“THE PROJECT”).

THE PARTIES ARE:

1.0 FIRST PARTY

The Company named as ACHIEVEMENTS REALTY CORPORATION is the FIRST

PARTY and having its office address at Unit E, Fort 1 Global City Center, 32 nd Street
corner Lane A, BGC, Taguig and is the registered owner of titled and contiguous land
measuring approximately 1,836 Hectares (15,365,551 sq. m) located in the Municipality
of Mauban (particularly the barangays of San Jose and Rosario), Province of Quezon;

WHEREAS, the FIRST PARTY applied for registration of the said land as Special
Economic Zone, and which had been the subject of Presidential Proclamation No. 1277
dated January 11, 2022 and PEZA Certificate of Registration No. EZ 22-01, known as the
“Quezon Techno-Industrial Special Economic Zone” or herein referred as
"QTISEZ" Project.

1.1 SECOND PARTY

The Company named ROYAL NUSANTARA HOLDINGS, INC. is the SECOND

PARTY and having its office address 6 Kentucky Drive Street Alabang 400 Village
Barangay Cupang Muntinlupa City, 1770 Philippines is herein the “INVESTOR” to
enter into a Joint Venture for the proposed QTISEZ Project;

WHEREAS, the SECOND PARTY is looking to invest into a Special Economic Zone
Project as an Investor and Joint Venture Partner;

WHEREAS, the SECOND PARTY represents himself to have the financial capacity to
fund the full development of the QTISEZ Project.

pg. 2
2.0 CONTRIBUTIONS TO THE JOINT VENTURE

2.01 The FIRST PARTY shall contribute to the JOINT VENTURE registered lands titled
under its name measuring approximately 1,536 Hectares (15,365,551 sq. m) located in
the Municipality of Mauban (particularly the barangays of San Jose and Rosario),
Province of Quezon which is valued at PESOS TWO HUNDRED SEVENTY SIX
BILLION FIVE HUNDRED SEVENTY NINE MILLION NINE HUNDRED
THOUSAND and 0/100 (Php276,579,900,000.00).

2.02 The SECOND PARTY shall contribute to the JOINT VENTURE finances for the
development of the land, amounting to a total of EURO TWO BILLION FIVE
HUNDRED MILLION and 0/100 (€2,500,000,000.00), or its PhP Equivalent.

For clarity, PhP Equivalent means, in respect of any amount expressed in a currency

other than the Euros, the corresponding amount in Philippine Pesos based on the
Bangko Sentral ng Pilipinas Exchange Rate via
https://www.bsp.gov.ph/SitePages/Statistics/ExchangeRate.aspx.

3.0 THE BANK DETAILS

3.01 FIRST PARTY - THE PROJECT IMPLEMENTOR

Company Name Achievements Realty Corporation

Authorize Signatory Philip Cea
Passport Number P7025300B
Nationality Filipino
Address Unit E, Fort 1 Global City Center, 32nd Street corner Lane A,
BGC, Taguig
Bank Name TBD
Bank Address TBD
Account Name Achievements Realty Corporation
Swift code TBD
Account Signatory Philip Cea
Bank Telephone TBD

pg. 3
 Bank Account Number TBD

3.02 SECOND PARTY - INVESTMENT FUNDER

Company Name ROYAL NUSANTARA HOLDINGS INC.

Authorize Signatory RAJA AZMAN SHAH BIN RAJA AHMAD
Passport Number A57915262
Nationality MALAYSIAN
Address 6 Kentucky Drive Street Alabang 400 Village Barangay Cupang
Muntinlupa City, 1770 Philippines
Bank Name Deutsche Bank AG, AUSTRIA
Bank Address OSTERREICH AG, Stock Im Ensen Platz, 3-1010 Wein, Austria
Account Name EDIL SYSTEM SRL
Via Busta 1, Altivole TV, Italy.
IBAN NO. AT241999920388000000
Swift code DEUTATWWXXX
Account Signatory RAJA AZMAN SHAH BIN RAJA AHMAD
Bank Telephone +351(21)3605318
Bank Officer Dr. Fernando Baeta

4.0 FINANCIAL MANAGEMENT

4.01 Investment by SECOND PARTY.The SECOND PARTY will be remitting the Initial
Investment Funds of EUR50.0 Million vide MT103 Cash Transfer PRIORITY mode in
five (5) phases in multiple ten (10) tranches of EUR50.0 Million each tranche with
initial sub - total phase investment of EUR500.0 Million to the Joint Venture Bank
Operating Account in EUR / USD Currency based on the Investment Provision as listed
above in Paragraphs 2.0 and 3.0 for the benefit of implementing the QTISEZ Project
successfully.

Phases 1st 2nd 3rd 4th 5th

pg. 4
 1st Tranche €50 M €50 M €50 M €50 M €50 M
2nd Tranche €50 M €50 M €50 M €50 M €50 M
3rd Tranche €50 M €50 M €50 M €50 M €50 M
4th Tranche €50 M €50 M €50 M €50 M €50 M
5th Tranche €50 M €50 M €50 M €50 M €50 M
6th Tranche €50 M €50 M €50 M €50 M €50 M
7th Tranche €50 M €50 M €50 M €50 M €50 M
8th Tranche €50 M €50 M €50 M €50 M €50 M
9th Tranche €50 M €50 M €50 M €50 M €50 M
10th Tranche €50 M €50 M €50 M €50 M €50 M

Total Development Project Investment is estimated at USD2.5 Billion (United States

Dollars: Two Point Five Billion Only), or its PhP Equivalent.

4.02 Manner of Payment. The SECOND PARTY will be remitting the Investment Funds of
EUR50 Million vide MT103 Cash Transfer PRIORITY in multiple ten (10) Tranches of
EUR50 Million in the following manner:-

a) The First (1st) Tranche of EUR50 Million to be remitted within fourteen (14) days
from the execution of this Agreement and duly notarised.

b) The Second (2nd) Tranche of EUR50 Million to be remitted after every subsequent
fortnight or Fourteen (14) days from the remittance of First Tranche and thereafter
N tranche until fully disbursed to the Total Development Project Investment.

4.03 _____________. All disbursements by Second Party shall be based on Investment Pro
Forma Invoice issued by First Party supported with relevant documents to justify such
disbursements.

4.04 Joint Bank Account. Subsequent to the execution of this Agreement, the PARTIES shall
open three (3) bank accounts; two (2) local banks and one (1) international bank to
subscribe to a Project Joint Venture Bank Operating Account under the name of the Joint
Venture incorporated new entity or vide the conversion of shares of First Party to Second
Party and where the financial contribution shall be credited.

4.04 _____________. The conduct of the JV Bank Operating Account shall be represented by
two nominated representatives from each Party and shall be assigned their respective
financial limits as joint signatory.

4.04 Bank Signatories. Withdrawal of funds shall require signature of two (2) authorized
signatories for the Joint Venture who shall be referred to as the Financial Officers of the

pg. 5
 Joint Venture. One (1) signatory representing the FIRST PARTY and one (1) signatory
representing the SECOND PARTY.

4.04 Timely Release of Funds. Neither party shall unduly withhold or delay the release of the
funds necessary for the payment to contractors, or any expense necessary for the design,
construction, development, and processing of permits for the QTISEZ Project.

4.05 The PARTIES hereby unconditionally agree that both authorized signatories of FIRST
PARTY and SECOND PARTY shall be required to be mandatorily responsible in
relation to approving, releasing, and/or managing funds contributed to the JOINT
VENTURE.

4.06 Profit and Losses Sharing. Considering the value of the contribution of the PARTIES as
stated under Paragraph 2.0, any net profit earned by the Joint Venture shall be divided to
the parties in accordance with the following:

a) Sixty Percent (60%) to the SECOND PARTY; and

b) Forty Percent (40%) to the FIRST PARTY.

Commencing on the date hereof and ending on the termination of the business of the
Joint Venture, all profits, losses and other allocations to the Joint Venture shall be
allocated in accordance with the share and contribution of the parties in the Joint Venture.

Profits are defined herein as the excess cash after payment of the direct expenses of the
Joint Venture. Direct Expenses will be defined in detail as part of the budget to be agreed
upon by the Parties and approved by its Management Committee.

Sales, rentals, and other income thereon will be distributed in the same manner.

4.07 Disbursements of the Joint Venture proceeds after expenses will be distributed on the
fifth year anniversary of this Agreement, unless agreed to be made earlier by the parties
in the event that the QTISEZ Project phases could be completed at an earlier time, and
the profits from sales, rentals, and other income be realized sooner than specified under
this Agreement.

5.0 MANAGEMENT COMMITTEE

5.01 The Management Committee shall be comprised of Seven (7) Members. The SECOND
PARTY shall nominate Four (4) members and the FIRST PARTY shall nominate Three
(3) members.

pg. 6
6.0 PARTIES OBLIGATIONS & RESPONSIBILITIES

6.01 The Parties will have JOINT responsibility for Financial and Technical decisions
required for the management of the Joint Venture and the development and construction
of the QTISEZ Project.

However, in order not to delay the development of the QTISEZ Project, the FIRST
PARTY will be duly authorized for on-site operations of the business and ensuring that
the development and construction is proceeding on time, including choosing the
contractors, approval of plans, amendment of plans, and other analogous circumstances
for as long as such decisions shall benefit and redound to the Joint Venture.

For this, the FIRST PARTY is herein duly authorized to make any financial decision, and
fund disbursement according to a budget allocation pre-approved by the Committee
members and the Financial Officers, as may be deemed necessary and applicable in cases
any change, amendment, or addition in the development plans, subject to the ratification
of the Management Committee and Financial Officers.

6.02 Such approval as may be required by the FIRST PARTY to ensure continuous
development of the Project shall not be unduly withheld by the Management Committee
and the Financial Officers.

6.03 The FIRST PARTY is hereby mandated to report to the Management Committee any and
all changes, alternation, addition, or amendment to the plans, within fifteen (15) days
from the time the decision was made.

6.04 As to the SECOND PARTY, the primary obligation is to ensure that the fund investment
in the amount agreed to in this agreement are timely transferred into the Philippines to
ensure that funding for the development and construction of the QTISEZ Project shall be
uninterrupted.

In this regard, the FIRST PARTY shall assist the SECOND PARTY, in case necessary,
in securing all documents and government permits/approvals necessary for the
continuous flow and entry of the investment into the Philippines.

7.0 AIRPORT, SEAPORT and OIL & GAS REQUIREMENT;

7.01 The FIRST PARTY acknowledges that the SECOND PARTY has experience and
beknown expertise in the design, operation and management of high-tech commercial
international airport, including the design & build of international ship building &
operations for the project.

pg. 7
7.02 The FIRST PARTY acknowledges that the SECOND PARTY has expertise and
exclusivity relative to the design, planning, construction, operation, and management of
an Oil & Gas facilities, including but not limited to tank farms and refineries.

7.03 With this, the FIRST PARTY agrees to give deference to the SECOND PARTY relative
to all matters involving the planning, construction, operation, and management of the
International Airport and Oil & Gas business operation which shall be constructed and
operated in the Quezon Techno – Industrial Special Economic Zone.

7.04 Relative to the business of International Airport and Oil and Gas business, it is hereby
agreed that the FIRST PARTY’s share to any profit on Airport and Oil and Gas business
shall be limited to FIFTY PERCENT (40%), and the share of the SECOND PARTY
shall be likewise FIFTY PERCENT (60%).

8.0 PROJECT MANDATE

8.01 Whereas the PARTIES have mutually agreed to allow FIRST PARTY acquiring
complete Management rights and Project Implementation Standard Operating Procedures
(SOP) and control and with due acceptance to several strategic SECOND PARTY
nominated Management and Staff where appropriate for the successful implementation,
management, control and completion of the QTISEZ Project.

9.0 EXCLUSIVITY

9.01 The undersigned PARTIES and as the Authorized Signatory of their respective entities do
hereby, with full personal and legal responsibility, represent, warrant, and attest that the
PARTIES are EXCLUSIVE to each other.

10.0 NON-SOLICITATION

10.01 The SECOND PARTY hereby confirms that the FIRST PARTY will be providing the
SECOND PARTY with specific confidential information and documentation regarding
the QTISEZ Project’s framework on the basis of value papers/ assets funds in FIRST
PARTY’s possession.

10.02 SECOND PARTY do further confirm that FIRST PARTY have requested the assistance
and collaboration of SECOND PARTY to establish in acquiring the preferential shares of
the Company in "lock, stock and barrel" approach and all outstanding and present
liabilities and valid business and operating business and technical compliance licenses

pg. 8
 and accreditations as authorized by the local and international accreditors , including to
retain all present staff and management of the Company with a promise to upgrade and
have a conducive working environment for all mutual interests and purposes.

10.03 The PARTIES hereby state that they are fully aware that the information provided to the
SECOND PARTY by the FIRST PARTY is in direct response to former’s request, and
should not be in any way considered, or intended to be, a solicitation of funds of any sort,
nor any type of offering. The Parties hereby confirm that the information is intended for
general knowledge and investment assessment only. Further, The Parties hereby affirm
that the PARTIES have requested the information from the Parties’ organization of
parties’ own choice and free will, and that the PARTIES have not solicited any party in
any manner.

11.0 NON-DISCLOSURE

11.01 The PARTIES shall hold and maintain the confidentiality of all information received
from each other with the utmost confidence and shall restrict access to the confidential
information to its employees and/or officers, contractors, and third parties as reasonably
required.

The PARTIES shall ensure that anyone they allows access to such confidential
information are properly informed of the confidential nature thereof, and shall require
such person to execute a separate Non-Disclosure Agreement.

The PARTIES shall use the confidential information only for the purpose intended,
unless authorized in writing by the other party

12.0 DURATION

12.01 This Joint Venture shall commence on the date first above written and shall continue in
existence until terminated, liquidated, or dissolved by law or as hereinafter provided.

12.02 This Agreement shall apply to:

 All transactions originated during the term of this agreement; and

 All subsequent transactions that are follow up, repeat, extended or renegotiated
transactions of transactions originated during the term of this agreement.

13.0 DISSOLUTION

13.01 The Joint Venture shall be dissolved upon the happening of any of the following events:

(a) The adjudication of bankruptcy;

pg. 9
 (b) Filing of a petition pursuant to a bankruptcy;
(c) Withdrawal or removal of either of the partie;s
(d) The sale or other disposition, not including an exchange of all, or substantially all,
of the Joint Venture assets; or
(e) Mutual agreement of the Parties.  

13.02 It is duly acknowledged that the FIRST PARTY is the registered owner of 1,536 Hectare
land in the Municipality of Mauban, Province of Quezon, which it is contributing in the
Joint Venture, and represented that said ownership is supported by legal titles.

13.03 Considering that the contribution of the SECOND PARTY is 100% funding, failure on
the part of the SECOND PARTY to transmit such funding into the Joint Venture shall be
a ground for the termination or dissolution of the Joint Venture.

Accordingly, the SECOND PARTY shall performed its obligations provided under
Paragraphs 4.01 and 4.02 of this Agreement, failure to do so will terminate/dissolve the
Joint Venture unless both parties agree in writing to extend such period.

Such date may be extended upon written agreement of both PARTIES.

14.0 SECURITY OF THE JOINT VENTURE

14.01 To ensure that the land shall be dedicated to the JOINT VENTURE, the Parties shall
execute a separate contract, deed, or agreement, which shall be annotated on all titles
covering the 1,536 Hectares contributed herein by the FIRST PARTY.

14.02 The FIRST PARTY shall be obliged to execute such deed, contract, or agreement
sufficient in form to be annotated on the titles of the land contributed by the FIRST PARTY
upon actual credit of the €2,500,000,000.00, or its PhP equivalent, to the joint bank accounts of
the Joint Venture specified under Paragraph 4.02.

15.0 BREACH OF AGREEMENT

15.01 This agreement is valid for all commodities and transactions between the PARTIES and
the PARTIES agree that any misuse of information supplied in terms of the business
relationship, notwithstanding anything contained herein, or any indulgence or relaxation
of any clause herein, shall entitle the claimant party to full legal recourse under Philippine
Laws.

15.02 Under such terms, in the event of breach of agreement by any term violation, disclosure
of circumvention, by any party, directly or indirectly, shall entitle Claiming Party to a
legal monetary penalty equal to maximum service it should realize from such a
transaction plus any and all expenses, including but not limited to all legal costs and
expenses incurred to recover the lost revenue.

pg. 10
15.03 Any breach of non-performance or illegal or illicit involvement of First Party to deceive
or misrepresent the Project in any way in respect to exploiting Second Party’s investment
to First Party’s advantage or gain, Second Party shall undertake legal recourse to file
legal injunctions or caveat until complete realization to Second Party and all costs shall
be to First Party.

16.0 ARBITRATION

10.1 All disputes arising out of or in connection with the present Agreement shall be finally
settled under the rules of arbitration of the International Chamber of Commerce (ICC) by
one or more Arbitrators appointed in accordance with the said rules with the Seat of
Arbitration in MALAYSIA, HONG KONG or SINGAPORE or PHILIPPINES. Every
award shall be binding on The Parties and enforceable at law.

10.2 By submitting the dispute to arbitration under these rules, The Parties undertake to carry
out any award without delay and shall be deemed to have waived their right to any form
of recourse insofar as such waiver can validly be made.

10.3 Each of The Parties subject to the declared breach shall be responsible for their own legal
expenses until an award is given or settlement is reached, provided however, any Party
found in default by The Arbitrator(s) shall compensate in full the aggrieved party, its
heirs, assignees and/or designs for the total remuneration received as a result of business
conducted with The Parties covered by this Agreement, plus all its arbitration costs, legal
expenses and other charges and damages deemed fair by The Arbitrator(s) for bank,
lending institutions, corporations, organizations, individuals, lenders, or borrowers,
buyers or sellers that were introduced by the named party, notwithstanding any other
provisions of the award.

17.0 MISCELLANEOUS PROVISIONS

17.01 Books and Records.  The Joint Venture shall keep adequate books and records at its
place of business located at Binondo, Manila, or a separate office designated by the
FIRST PARTY setting forth a true and accurate account of all business transactions
arising out of and in connection with the conduct of the Joint Venture.

17.02 Severability.  In the event that any provision of this Agreement shall be held to be
invalid, the same shall not affect in any respect whatsoever the validity of the remainder
of this Agreement.

17.03 Integrated Agreement.  This Agreement constitutes the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof, and there
are no agreements, understandings, restrictions or warranties among the Parties other than
those set forth herein provided for.

pg. 11
17.04 Headings.  The headings, titles and subtitles used in this Agreement are for ease of
reference only and shall not control or affect the meaning or construction of any provision
hereof.

17.05 Notices.  Except as may be otherwise specifically provided in this Agreement, all notices
required or permitted hereunder shall be in writing and shall be deemed to be delivered
when deposited the mail in accordance with the laws and procedure of the Philippines and
the respective addresses of the Parties set forth in this Agreement or at such other
addresses as may be subsequently specified by written notice.

17.07 Applicable Law and Venue.  This Agreement shall be construed and enforced under the
laws of the Philippines. Any and all action and/or issue arising out of or in relation to this
agreement shall be submitted to the exclusive jurisdiction of the courts of Taguig City,
Philippines to the exclusion of all other venue/courts.

17.08 Other Instruments. The parties hereto covenant and agree that they will execute each
such other and further instruments and documents as are or may become reasonably
necessary or convenient to effectuate and carry out the purposes of this Agreement.

17.09 Transmission of the Agreement. The transmission of this agreement through telefax or
e-mail shall be legal and binding.

17.10 Agree & attested. Each party signed below guarantees that he is duly empowered, or by
his respectively named company, to enter into and be bound by the commitments and
obligations contained herein either as individual, corporate body or on behalf of a
corporate body. Digital signatures herein are considered to be made by binding signer or
by any other duly authorized by binding signer as attested by written, even if
authorization occurs by regular e-mail.

IN WITNESS HEREOF OF THE AUTHORISED SIGNATURES PLACED HEREON OF

THE RESPECTIVE PARTIES;

ACHIEVEMENT REALTY CORPORATION ROYAL NUSANTARA HOLDINGS INC.

FIRST PARTY SECOND PARTY

By:
PHILP CEA By:
President H.R.H RAJA AZMAN SHAH BIN RAJA
Passport No. P7025300B AHMAD
Date: ___________________ Executive Chairman
Passport No. A57915262 - Malaysian

pg. 12
 DATE:___________________

Witnesses:

________________________________ ________________________________
H.R.H. PUTERI AMIRA KHAIRA Name
President

pg. 13
First Party - Business Certificate

pg. 14
First Party - Passport & NRIC Scan Copy of the Authorized Signatory

pg. 15
Second Party - NRIC Copy of the Authorized Signatory

pg. 16
Second Party - Business Registration Certificate

pg. 17