Memorandum of Understanding

1.1 Adi Iskandar bin Iliyas, CA(M), Malaysian citizen, freelance finance and tax professional ("Adi" or "Party A").

1.2 Muhammad Yusri Adib bin Samsudin, trading as ADCX Lab Hub (Registration No. JM1033406-H) of No 19A, Jalan Suarasa 8/5, Bandar Tun Hussein, 43200 Cheras, Selangor, Malaysia ("Yusri" or "Party B").

2.1 This Memorandum of Understanding sets out the terms on which both parties agree to jointly develop and operate Krofio (krofio.com), an AI-powered tax planning platform for the Malaysian market (the "Platform").

2.2 The binding provisions are stated in Clause 3. All other clauses represent the agreed commercial intent of both parties.

3.1 The following provisions are legally binding upon execution:

• Clause 8 (Intellectual Property)
• Clause 12 (Non-Compete)
• Clause 13 (Confidentiality)
• Clause 16 (Governing Law)

4.1 The Platform shall initially operate as a project under ADCX Lab Hub (JM1033406-H).

4.2 All Platform income and expenses shall be tracked separately from other ADCX Lab Hub activities.

4.3 A dedicated bank account or clear bookkeeping separation shall be maintained.

4.4 Both parties' rights under this MOU are fully protected regardless of entity structure.

4.5 Adi's capital investment shall be ring-fenced for Platform use only and shall not be used for any other ADCX Lab Hub activities or liabilities.

4.6 Both parties agree to incorporate a Sdn Bhd when either:

• (a) monthly revenue exceeds RM  ; or
• (b) within   months of signing,

whichever comes first.

4.7 Upon incorporation, all Platform assets, domains, and customer data shall transfer to the new entity.

4.8 Shares shall be issued according to the equity split in Clause 6.

4.9 Incorporation costs shall be borne by the business.

• (a) Overall business strategy and direction
• (b) Malaysian tax knowledge base, rules, reliefs, and planning scenarios
• (c) Validate all AI-generated tax outputs for accuracy
• (d) Financial management of the business
• (e) Industry network, partnerships, and business development
• (f) Regulatory compliance and advisory content

• (a) Product development, AI engine, and platform infrastructure
• (b) Technical operations, maintenance, and security
• (c) Product roadmap and feature decisions
• (d) System architecture and deployment
• (e) Digital marketing and customer acquisition

Party	Role	Commitment
Adi	CEO	Full-time
Yusri	CTO	Full-time

Party	Equity	Contribution
Adi (CEO)	50%	Capital investment + tax expertise
Yusri (CTO)	50%	Technology + IP + full-time development

6.1 Equity is subject to a 24-month vesting schedule with a 6-month cliff.

6.2 Neither party's equity may be diluted without written consent of both parties.

6.3 Both parties' contributions are recognised as equal in value for the purpose of the equity split.

7.1 Adi agrees to invest an initial capital of RM   into Platform operations.

7.2 The investment shall be disbursed as follows:

• (a) RM   upon signing of this MOU (initial tranche); and
• (b) subsequent tranches as mutually agreed based on business requirements.

7.3 If any agreed investment tranche is not delivered within 14 days of the agreed date, Yusri may suspend development work without penalty until the outstanding amount is received.

7.4 Use of funds includes technical services, marketing, compensation, registration, and operating expenses.

7.5 All funds shall be deposited into the dedicated business account with full visibility to both parties.

7.6 During Phase 1, all technical services shall be provided by ADCX Lab Hub as a single all-in service engagement. The fee structure is as follows:

Phase	Period	ADCX Lab Fee	Scope
Development	Week 1-4	RM   /month	Full platform build, AI engine, UI/UX, cloud setup, testing
Post-launch	Month 2+	RM   /month	Maintenance, bug fixes, new features, infra, AI monitoring

7.7 For reference, comparable market rates for outsourced technical services of this scope range from RM12,000 to RM20,000 per month.

Party	Type	Monthly
Adi (CEO)	Salary	RM

7.8 Monthly invoice with cost breakdown shall be provided by ADCX Lab Hub.

7.9 Compensation is an operating expense, deducted before profit distribution.

7.10 During pre-revenue phase, compensation is funded from the capital investment.

7.11 Amounts reviewed every 6 months or upon revenue milestones.

7.11 Upon incorporation of the Sdn Bhd, compensation shall transition to:

Party	Type	Monthly
Adi	CEO salary (director)	To be agreed
Yusri	CTO salary (director)	To be agreed
ADCX Lab Hub	Operator fee (infra only)	To be agreed

7.12 Phase 2 compensation shall be agreed by both parties and documented in the Shareholders' Agreement.

8.1 All technology, source code, AI models, and platform infrastructure created specifically for the Platform shall be jointly owned by both parties according to the equity split in Clause 6, from the date of creation, regardless of which party or entity developed it.

8.2 Yusri's contribution of technology and IP development is recognised as his equity contribution under Clause 6, equivalent in value to Adi's capital investment.

8.3 Pre-existing IP remains the sole property of each party:

• (a) Yusri / ADCX Lab Hub: Dokuva platform, existing cloud infrastructure, and all related IP
• (b) Adi: Tax knowledge, professional network, published research

8.4 For the avoidance of doubt, the Dokuva platform and all related IP are not Platform IP and shall not be subject to any claim arising from this partnership.

8.5 The Platform brand, domain (krofio.com), and customer-facing assets are jointly owned according to the equity split.

8.6 Upon incorporation of the Sdn Bhd, all Platform IP shall transfer to the Sdn Bhd as a capital contribution from both parties, proportionate to their equity.

9.1 ADCX Lab Hub shall serve as the designated technical operator for the Platform throughout Phase 1 and Phase 2.

9.2 Upon incorporation of the Sdn Bhd, the Sdn Bhd shall engage ADCX Lab Hub under a written service agreement for a minimum term of 2 years.

9.3 The service agreement shall specify:

• (a) Scope of services and deliverables
• (b) Service levels and response times
• (c) Monthly fee at arm's length market rate
• (d) Monthly invoicing with supporting cost documentation
• (e) Termination rights with 6 months written notice by mutual agreement of both shareholders

9.4 The operator fee shall be reviewed annually and shall reflect arm's length market rates for comparable managed services at the prevailing usage level, supported by cost documentation.

9.5 The service agreement shall auto-renew for successive 1-year terms unless terminated by mutual written agreement of both shareholders.

10.1 All revenue shall be collected into the business account.

10.2 Deductions in order of priority:

1. Operating expenses (marketing, tools, third-party services)
2. ADCX Lab Hub operator fee / compensation (Clause 7)
3. CEO compensation (Clause 7)

10.3 Remaining net profit distributed 50/50 per equity split.

10.4 Distribution frequency: monthly.

10.5 Both parties may agree to reinvest profits.

Domain	Authority
Product, technology, engineering	Yusri (CTO)
Business strategy, tax content, compliance	Adi (CEO)
Pricing, major decisions, new investment	Joint
Expenditure below RM1,000	Either party
Expenditure above RM1,000	Both must approve

11.1 Deadlock: if both parties cannot agree on a joint decision within 14 days, a mutually agreed independent third party shall mediate. The recommendation shall be binding.

11.2 Both parties shall provide monthly written updates on progress and financials.

11.3 Material issues must be communicated within 48 hours.

12.1 During the term and for 12 months after termination, neither party shall develop or participate in any competing AI tax planning product targeting the Malaysian market without written consent of the other party.

12.2 For clarity, Yusri's continued operation of the Dokuva platform (AI accounting) is permitted and does not constitute competition.

13.1 Both parties shall keep all business information, financial data, customer data, and trade secrets confidential.

13.2 Permitted disclosures: professional advisers, legal requirements, potential investors under NDA, or with written consent.

13.3 Survives termination for 24 months.

14.1 Either party may exit with 3 months written notice.

14.2 Unvested equity is forfeited. Remaining party has first right to acquire vested equity at fair market value.

14.3 Valuation by independent chartered accountant, jointly appointed (or by President of MIA if no agreement within 10 business days).

14.4 A Good Leaver is a party who exits due to:

• (a) death;
• (b) permanent incapacity preventing performance for 60 continuous days; or
• (c) mutual agreement.

Good Leaver price: fair market value of vested equity.

14.5 A Bad Leaver is a party who exits due to:

• (a) material breach of this MOU which is not remedied within 14 days of written notice specifying the breach and the steps required to cure;
• (b) conviction of an offence involving fraud, dishonesty, or financial crime;
• (c) voluntary resignation without cause before 12 months from signing; or
• (d) failure to perform duties for 30 consecutive days without reasonable cause, after written notice and a 14-day cure period.

Bad Leaver price: the lower of nominal value or fair market value of vested equity.

14.6 If Yusri exits as CTO, the ADCX Lab Hub operator agreement shall continue on existing terms for the remainder of the minimum term or current renewal term.

14.7 If the partnership is dissolved by mutual agreement, all jointly owned Platform IP and assets shall be divided according to the equity split.

14.8 Both parties shall first attempt to resolve disputes through direct discussion for 14 days.

14.9 If unresolved, the matter shall be referred to mediation by a mutually agreed third party within 30 days.

14.10 If mediation fails, either party may refer the matter to the Malaysian courts.

15.1 All costs of establishing and operating the Platform shall be borne by the business from the investment fund.

15.2 Each party shall bear their own personal costs in connection with the negotiation and execution of this MOU.

16.1 This MOU is governed by the laws of Malaysia and subject to the exclusive jurisdiction of the Malaysian courts.

Witness for Party A:

Witness for Party B: