Supplemental Deed, dated July 29, 2022, between Graphjet Technology Sdn. Bhd. and Zhonghe Tiancheng Technology Development (Beijing) Co. Ltd

Exhibit 10.23

Supplemental Deed to the Deed of Assignment Agreement dated 28 March 2022

THIS SUPPLEMENTAL DEED (“Supplemental Deed”) is made on the             29th                day of              July             2022.

BETWEEN

AND

(the Assignor and the Assignee are collectively referred to as the “Parties” and individually, as a “Party”)

RECITALS

NOW THIS SUPPLEMENTAL DEED HEREBY WITNESSETH as follows:

This Supplemental Deed shall come into force on 28 March 2022 (“Effective Date”) irrespective of the diverse dates upon which the Parties may have each executed this Supplemental Deed respectively.

Supplemental Deed to the Deed of Assignment Agreement dated 28 March 2022

Save and except to the extent that the Deed of Assignment is varied and amended as hereinbefore provided, all the other terms, conditions, agreements, stipulations and provisions in the Deed of Assignment shall remain in full force and effect.

The Parties hereby agree that with effect from the Effective Date, the Deed of Assignment shall be amended in the following manner:-

The definition of “Assigned Rights” in the Deed of Assignment shall be deleted and replaced with the following:

“the intellectual property described in Schedule 1 of this Assignment and all Intellectual Property Rights attached thereto.”

Schedule 1 shall be modified to include the following:

The following clause 11 shall be inserted immediately after Clause 10 of the Deed of Assignment:

“11     Ownership

The Assignor hereby agrees, represents, warrants and undertakes that pursuant to the terms of this Assignment, the Assignee shall be the lawful, beneficial and registered owner of all the Assigned Rights, including but not limited to all rights and interests in and to issued patents and pending patent applications (which include certificates of invention, applications for certificates of invention and priority rights) in any country or Supplemental Deed to the Deed of Assignment Agreement dated 28 March 2022 region, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.”

Supplemental Deed to the Deed of Assignment Agreement dated 28 March 2022

In the event of conflict or inconsistency between the terms of this Supplemental Deed and the terms of the Deed of Assignment, the terms of this Supplemental Deed shall prevail. The Deed of Assignment shall be amended, read and interpreted to the extent necessary to give effect to the provisions of this Supplemental Deed.

Any modification, amendment, variation or waiver of any provisions of this Supplemental Deed shall not be effective unless made by mutual consent and made in writing by way of supplementary agreement specifically referring to this Supplemental Deed and duly signed by the Parties.

This Supplemental Deed may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each Party may enter into this Supplemental Deed by signing any such counterpart and each counterpart shall be as valid and effectual as if executed as an original.

This Supplemental Deed shall be binding on and shall enure for the benefit of the successors of each Party.

Clause 9 (Governing Law & Jurisdiction) of the Deed of Assignment shall apply to this Supplemental Deed.

The Parties shall execute and do and take steps as may be in their power to procure that all other necessary persons, if any, execute and do all such further documents, agreements, deeds, acts and things as may be required so that full effect may be given to the provisions of this Supplemental Deed.

[The rest of this page is left blank intentionally]

Supplemental Deed to the Deed of Assignment Agreement dated 28 March 2022

IN WITNESS WHEREOF the Parties hereto have set their hands hereunder respectively.

ASSIGNOR

Executed as a deed by the Assignor

ZHONGHE TIANCHENG TECHNOLOGY DEVELOPMENT (BEIJING) CO., LTD

中合天成科技发展（北京）有限公司

In accordance with its governing documents, constitution and in accordance with all applicable laws

ASSIGNEE

Executed as a deed by the Assignee
GRAPHJET TECHNOLOGY SDN BHD