DATED THIS DAY OF 22 MAR 2013 BETWEEN SANDERSON PROJECT DEVELOPMENT (MALAYSIA) SDN. BHD. (Company No. 888639-X) (‘SPDM") AND PCB DEVELOPMENT SDN. BHD. (Company No. 445038-U) (‘PCBD") AND ANIMATION THEME PARK SDN. BHD. (Company No. 1025876-P) ("the Company”) SHAREHOLDERS’ AGREEMENT Prepared by:- MESSRS KHAIRUL AZMAN & PARTNERS. MESSRS ARMIY RAIS ADVOCATES & SOLICITORS ADVOCATES & SOLICITORS No. 69-2, Jalan PJU 5/20, No. 1-28, 1* Floor, ‘The Strand, Kota Damansara PJU 5, Jalan PJU 8/34, Damansara Perdana, 47820 Petaling Jaya, Selangor Darul Ehsan ‘Selangor Darul Ehsan Tel No: 03-61423909 Tel No: 03-77263471/4471/5471, Fax No: -61423910/3913, Fax No: 03-77262471 Email: knnpkl2@vahoo.co.uk [Ref No: KPC/2013/MISC/1791/KAK]SHAREHOLDERS’ AGREE) THIS AGREEMENT IS DATED 2 2 MAR 2013 uerevoreionn gy] BETWEEN SANDERSON PROJECT DEVELOPMENT (MALAYSIA) NY 5 BED pascor (Company No. 888639-X), a private company limited by shares incorporated in Malaysia under Companies Act 1965 whose registered office is at Unit No. 203, 2nd Floor Block C, Damansara Intan, No. 1, Jalan SS 20/27, Petaling Jaya, Selangor and having a principal place of business at A-3-3 Mines Waterfront Business Park, 3 Jalan Tasik, Seri Kembangan, Selangor Darul Ehsan (hereinafter referred to as “SPDM") of the first part; AND PCB DEVELOPMENT SDN. BHD. (Company No. 445038-U), a private company limited by shares incorporated in Malaysia under Companies Act 1965 and whose registered office and/or principal place of business is at 2nd Floor, Wisma Wan Mohamed, Jalan Panglima Bukit Gantang Wahab, 30000 Ipoh, Perak Darul Ridzuan (hereinafter referred to as “PCBD”) of the second part; AND ANIMATION THEME PARK SDN. BHD. (Company No. 1025876-P), a private company limited by shares incorporated in Malaysia under Companies Act 1965 and whose registered office is at 4.31 Box 647, 4th Floor, Wisma Central, Jalan Ampang, 0450 Kuala Lumpur (hereinafter referred to as “the Company) of the third and final part; (SPDM, PCBD and the Company shall hereinafter individually be referred to as the “Party” and collectively as the “Parties”) WHEREAS A SPDM is part of the Sanderson Group of Companies and is engaged in the business of the design, construction and operations of international standard leisure theme park. B PCBD is a subsidiary of Perak Corporation Berhad (Co, No. 210915-U), a2[Paze company listed on the Main Market of Bursa Malaysia Securities Berhad and an investment arm of the Perak State Economic Development Corporation, a body corporate incorporated under the Perak State Economic Development Corporation,1967. PCBD is currently developing the ‘Bio-D City @ Meru Raya’ (hereinafter referred to as “the Bio-D City”), a master planned development comprising of residential commercial, retail, institutions and leisure precincts, The Company has, at the time of execution of this Agreement an authorized share capital of Ringgit Malaysia One Hundred ‘Thousand (RM100,000.00) only divided into One Thousand (100,000) ordinary shares of Ringgit Malaysia One (RM1.00) only each with an issued and paid up share capital of Ringgit Malaysia One Thousand (RM1,000) only divided into One Thousand (1,000) ordinary shares held by its current shareholders in the following proportion: SHAREHOLDERS OF SHAR] Ramelle Ashram Bin Ramli 700 Mclean Darren Jefirey 300 ‘The share registered in the names of Ramelle Ashram Bin Ramli and Mclean Darren Jeffrey are beneficially owned by SPDM. By a Joint Venture Agreement dated 2.2 MAR 2013 (hereinafter referred to as “the Joint Venture Agreement”), SPDM and PCBD have agreed to enter into a joint venture arrangement and the establishment of a special Purpose vehicle specifically for the purpose of engaging in the development and operation of an international standard animation theme park, resort hotel and serviced apartment within the Bio-D City (hereinafter referred to as “the Project”). SPDM and PCBD (hereinafter collectively referred to as “the Shareholders”) have agreed that the Company shall be the special purpose vehicle for the purpose of undertaking the development and operation of the Project and agrees to subscribe for shares in the capital of the JVC in the agreed shareholding proportion, ‘The Shareholders are desirous of entering into this Agreement to regulate the affairs of the Company and the relationship between them as the Shareholders. The Company agrees and acknowledges that it is a party to this Agreement solely for the purpose of ensuring that it observes and complies with the hprovisions herein. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Parties hereto covenant and agree each with the other as follows: 1 DEFIN! IONS AND INTERPRETATION 1.1 Inthis Agreement, unless the context otherwise requir “Act” means the Malaysian Companies Act, 1965; “Afliliate” in relation to any person or corporation, means a corporation that directly or indirectly through one or _~—-more intermediaries and whether by itself or with or (where relevant) through his family members or relatives or any other person who is acting in concert with ivhim pursuant to an agreement or understanding (whether formal or informal), Controls or is Controlled by, or is under common Control with that first-mentioned person, The term “Control” used in the preceding sentence shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation, whether through the ownership of voting securities, by contract, or otherwise and derivative terms thereof, (including “Controlling”, “Controlled by” and “under common Control with”) ‘shall also bear such meaning as aforesaid; “Auditors” means the Auditors for the time being of the Company; “Associate” means a body incorporate or unincoporate in which a Party hereto or any Director has an interest or participation whether directly or indirectly and whether by way of equity or otherwise; 31aTrice “Board” “Business Day” “Chairman” “Company's Business” “Completion” “Conditions Precedent” “Director” or “Directors” “General Meeting” “Joint-Venture Agreement” “Memorandum and Articles of Association” “Parties” or “Party” “Project” “RCPS” means the Board of Directors for the time being of the Company; means a day other than a Saturday, Sunday or public holiday in Malaysia; means the chairman for the time being of the Board; means the business as described in clause 2.1 hereof; means the application for Shares by the Parties and the allotment and issue of Shares by the Company to the Shareholders; means the conditions precedent as specified in clause 3.1 hereof; ‘means the director or directors for the time being of the Company as nominated by the respective Shareholders; means the annual or extraordinary general meeting of the Company; mean the joint venture agreement as briefly described in Recital E of this Agreement; means Memorandum and Articles of Association of the Company; means SPDM and PCBD and such one of them as the case may be; means development and operation of the ‘Theme Park, resort hotel and serviced apartment within the Bio-D Ci means Redeemable Convertible Preference shares of Ringgit Malaysia One only (RM1.00) each at nominal value of Ringgit Malaysia One sen only (RMO.01) each to be issued at a premium of Ringgit MalaysiaNinety Niw&Sef only (RM0.99) each and as more particularly described in the Term Sheet annexed hereto as Appendix A; “Reserved Matters” means matters referred to under the General Meeting or the Board meeting where the unanimous votes of all the Shareholders or the Board, as the case may be, are required, as more particularly specified in this Agreement; “Ringgit Malaysia” and means the lawful currency at Malaysi “RM” “Shareholders” means SPDM and PCBD and any other person to whom Shares may be properly transferred pursuant to this Agreement, and “Shareholders” means any one of them, as the case may be; “Shareholding” means the agreed shareholding of the Shareholders in the capital of the Company expressed as a percentage of the total issued and paid-up share capital of the Company, as more specifically specified in Clause 4.3 hereof, “Share” means the ordinary share of RMI.00 each in the capital of the Company and reference to “Shares” shall be construed accordingly; “Theme Park” means a bio-d concept theme park to be developed and operated by the Company in accordance of the terms and conditions of the Joint-Venture Agreement. 12 References to Clauses, Recitals, Appendices and Schedules are to clauses, recitals, appendices and schedules to this Agreement, 1.3. Any references to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement. 5|Page14 1.6 7 1.9 1.10 1.13 6iPage Words denoting the singular number only shall include the plural and vice versa. Words denoting the masculine gender only shall include the feminine gender. References to persons shall be deemed to include bodies incorporate or unineorporate, The Recitals and the Appendices of and to this Agreement shall have the effect and be construed as an integral part of this Agreement, but in the event of any conflict or discrepancy between any of the provisions of this Agreement such conflict shall, for the purposes of interpretation and enforcement of this Agreement, be resolved by giving the provisions contained in the clauses of this Agreement priority and precedence over the provision contained in the Recitals and Appendices of and to this Agreement and, giving the provisions contained in the Appendices of this Agreement priority and precedence over the provisions contained in the Recitals to this Agreement Headings of this Agreement are for convenient reference only and shall not be used to construe or interpret this Agreement, ‘Terms and expressions used in this Agreement but not expressly defined herein shall, unless otherwise stated, bear the respective meanings ascribed thereto in the Act. In computing time for the purposes of this Agreement, unless the contrary intention appears, a period of days from the happening of an event or the doing of any act or thing shall be deemed to be exclusive of the day on which the event happens or the act or thing is done and if the last day of the period is a weekly or a public holiday, the period shall include the next following day which is not a weekly or public holiday. Any reference to a day or week or month or year is to that day, week, month or year in accordance with the Gregorian calendar. Any reference to “writing” or cognate expressions includes a reference to any communication effected by facsimile transmission or other similar means. Where a word or phrase indicates an exception to any of the provisions of this Agreement, and a wider construction is possible, such word or phrase is not to be construed ejusdem generis with any of the foregoing words or phrases and where a word or phrase serves only to illustrate or emphasize any of the provisions of this Agreement such word or phrase is not to be \Lad 21 22 23 Page construed, or to take effect, as limiting the generality of such provision. ‘The Company agrees and acknowledges that it is a party to this Agreement solely for the purpose of ensuring that it observes and complies with the provisions herein and that it shall not enforce any rights against the Shareholders under or arising out of this Agreement, COMPANY’S BUSINESS The Shareholders agree that the business of the Company shall comprise the following:- (@) the development and operation of the Project and related activities; and (6) such other businesses as may be agreed in writing between the Shareholders hereto. All policies and decisions/approval of the Company relating to any part of the Company's Business, including matters relating to personnel, acquisition of materials or services, commercial matters, planning, financing and budget or any other matter shall be made with a view to the promotion of the best commercial interests of the Company. In consideration of the mutual obligations of the Shareholders. herein contained, and except as the Shareholders may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement, each of the Shareholders shall exercise its voting rights and powers available to it to ensure thai (@) the Company carries on its business and conducts its affairs in a proper and efficient manner and for its own benefit; (6) the Company shall comply with:- (all relevant laws, regulations, codes of practice, rule guidelines, notifications, standards of performance, quality of service standards, policies, licensing conditions, directions and orders issued; and Gi) all requirements imposed by any competent authority or body in Malaysia as may be modified, amended, supplemented, revised or replaced from time to time and \31 8[Page that may apply to the Company and/or the Company’s Business; (© the Company, and the Directors will comply with the provisions of this Agreement and the Memorandum and Articles and will act in such manner and achieve the full intent and purpose of this ‘Agreement; (@ the Company shall keep full and proper accounting records in accordance with generally accepted accounting principles relating to its business, undertakings and affairs, which records shall be made available at all reasonable times for inspection by the Directors by prior appointment during office hours; (©) the Company shall prepare annual accounts, in each case in accordance with generally accepted accounting principles in Malaysia and in compliance with all applicable legislation in respect of cach accounting reference period, and shall procure that such accounts are audited as soon as practicable; (® the Company shall do all that the Auditors may reasonably require by way of keeping records and accounts and provide the Auditors with all such information and explanation as they may reasonably require and otherwise assist the Auditors in all reasonable ways; DITIONS PRECED! iT The obligations of the Parties under this Agreement are conditional upon the following matters being done, completed or obtained, as the case may be, prior to the day falling Thirty (30) days from the date hereof or such other date as the Parties hereto may mutually agree (“Cut-Off Date”): (@) the approval of the board of directors and shareholders of SPDM to the execution of this Agreement by SPDM; (6) the upproval of the board of directors and/or shareholders of PCBD. to the execution of this Agreement, the Joint Venture Agreement and the Lease Agreement (as defined in the Joint Venture Agreement) in accordance with the agreed terms; (©) PCBD having undertaken and having completed its due diligence investigations in respect of the Company, including but not limited to its affairs, operations, business, assets, liabilities (including tax |32 33 34 4, 41 91Page ties), contracts, financial position, accounts, results, prospects, legal and financial structure of the Company, and the results of such due diligence investigation being reasonably satisfactory to PCBD; (4) the approval of the board of directors and shareholders of the Company having been obtained for the transfer and/or allotment and/or issuance of further issued shares to the relevant Sharcholders hereto in pursuant to this Agreement (©) the fulfillment of the Conditions Precedent in this Agreement, Joint Venture Agreement and the Lease Agreement; and (© such other approvals (if any) as may be necessary from any relevant competent authority having jurisdiction over the transactions described in this Agreement being obtained on terms (if any) acceptable to the Shareholders and not withdrawn or amended. To the extent applicable to it, each Party shall use its reasonable endeavours to procure the expeditious fulfillment of the conditions referred to in Clause 3.1, Each Party shall use its reasonable endeavours to keep the other Parties fully informed of any development relating to the conditions applicable to it and shall forthwith notify the other Parties upon the fulfillment of all such conditions and furnish to the other Parties documentary evidence reasonably satisfactory to the other Parties in respect thereof. Without prejudice to Clauses 3.2, each Party shall take all reasonable steps to do all acts and things and sign or otherwise execute and deliver such forms and documents and provide such information and particulars as are necessary to enable the other Party, where applicable, to obtain the necessary consents and approvals referred to in Clause 3.1 and shall ensure that the information so provided is true, accurate and complete in all respects. If any of the conditions set forth in Clause 3.1 is not fulfilled or waived by the Parties hereto by the Cut Off Date and unless Parties agree to extend the Cut Off Date for such further period as shall be mutually agreed in writing, then this Agreement shall forthwith terminate and cease to have further effect and all obligations and liabilities of the Parties shall cease and determine and no Party shall have any claim whatsoever against any of the other Parties, save in respect of any antecedent breaches. SHARE CAPITAL, SHAREHOLDING Authorised Capital42 43. 44 1|Page The Authorised share capital of the Company shall be increased to Ringgit Malaysia Twenty Five Million (RM25,000,000.00) only comprising of Twenty Million (20,000,000) ordinary shares of Ringgit Malaysia One (RM1.00) each and Five Hundred Million (500,000,000) RCPS of Ringgit Malaysia One sen only (RMO.01) each, Paid-Up Capital Subject to the fulfillment of all of the conditions precedent as specified in Clause 3.1 hereof, SPDM shall cause the existing shareholders of the Company to transfer the entire existing issued and paid-up shares in the capital of the Company to SPDM. In addition, the Shareholders shall cause the issued and paid up capital of the Company be increased from Ringgit Malaysia One Thousand (RM1,000.00) to Ringgit Malaysia Nine Million (RM9,001,000.00) which shall be done by way of subscription of new Shares for the value of Ringgit Malaysia Nine Million only (RM9,000,000.00) in the Company which the Shareholders shall subscribe by way of cash or in kind at a subscription price of Ringgit Malaysia One (RMI) in the following proportion: Shareholders ‘No. of New Shares RM SPDM 6,000,000 6,000,000.00 PCBD 3,000,000 3,000,000.00 Total 9,000,000 9,000,000.00 In compliance with Clause 4.4(4) and subject to Clause 4.4(¢), the Shareholding of the Shareholders shall ultimately be increased to Ringgit Malaysia Fifteen Million (RM15,001,000.00) only divided into Fifteen Million (15,001,000) ordinary shares of Ringgit Malaysia One (RM1.00) each, Shareholding (2) The Shareholders hereto shall immediately after the fulfillment of all the Conditions Precedent, hold Shares in the Company in the proportion as described in clause 4.3 above and each shall maintain such percentages and Shareholding unless varied by mutual consent of the Shareholders hereto and the same shall be done by way of valid transfer of shares by any Shareholder hereto pursuant to the provisions of this Agreement. (b) The Shareholders shall take such steps as for the time being lie within their power to procure that the Company shall not issue new Shares without first offering to each of the Sharcholders in[Page © @) © © @) Shares without first offering to each of the Shareholders in proportion to their then existing Shareholding as shall enable each of them to maintain its proportionate holding (measured in nominal value) of the total number of issued Shares, unless all the Shareholders consent otherwise in writing. If none of the Shareholders exercise its rights to first subscribe for the new Shares offered to them pursuant to Clause 4.2 above, the Company shall be entitled to issue new Shares to the other Shareholder or, any third party if none of the other Shareholders subscribe for the new Shares, which has been approved by the unanimous votes of the Shareholders who, being entitled to vote, are personally present or represented by proxy, attorney or representative appointed pursuant to the Act, at such General Meeting. Notwithstanding the above provisions, the Company shall be itled to issue up to Six Million (6,000,000) new shares to any third party (“New Shareholder(s)”) without first offering the same to neither SPDM nor PCBD. The Shareholders shall take such steps as lie within their power to ensure that the Company makes simultaneous allotments of the Shares so applied for from time to time; that each of such Shares so allotted shall on allotment rank pari passu in all respects with all the issued Shares; and the Shareholding of the Shareholders shall at all time be as follows: Shareholders Percentage (%) SPDM 40 PCBD 20 New Shareholder(s) 40 Total 100 standing any other provisions of this Agreement to the contrary of its right (o sell part of its Shares to any third party or investors in terms of this Agreement, SPDM agrees and undertakes that it shall at all time maintain its Shareholding in the capital of the Company at a minimum level of Thirty One percent (31%) Notwithstanding any other provisions of this Agreement to the contrary:-(i) SPDM agrees and undertakes that within Fifteen (15) years from the date of this Agreement it shall at all time maintain its Shareholding in the capital of the Company at a minimum level of Thirty One percent (31%); and (i) PCBD agrees and undertakes that within Fifteen (15) years from the date of this Agreement it shall at all time maintain its Shareholding in the capital of the Company at a minimum level of Twenty percent (20%) PROVIDED ALWAYS that this restriction of sale of their Shares shall be rendered inapplicable in the event of listing of the Company including by way of initial public offering or reverse takeover. (b) — SPDM undertakes that up to Eighty Million (80,000,000) of the //*; RCPS shall be taken up and subscribed by SPDM and the New a Shareholder(s) in proportion to its shareholding in the Company. 45 Voting Rights All issued Shares in the Company shall have equal rights of one vote per Share on all matters which may require or contemplate voting by the Shareholders. 5 TRANSFER/DEALINGS IN SHARES 5.1 Notwithstanding any other provisions in this Agreement: (@) transfers of Shares may only be affected in accordance with the provisions in Clauses 5, 6 and 7 of this Agreement; (6) it shall be a condition precedent to the right of any Shareholder to transfer Shares in the capital of the Company that: (i) the transferee, with the assistance of the Company as may be required from time to time, obtains approval from all relevant governmental authorities, where required, to become a shareholder of the Company; (i) the transferee, if not already bound by the provisions of this Agreement, executes a deed of ratification and accession under which it agrees to be bound by and be entitled to the 2|Page5.2 53 54 benefit of this Agreement as if it were an original party hereto in place of the transferor; and (©) m0 Shareholder shall without the prior written consent of the other Shareholders, such consent not to be unreasonably withheld, create or permit to subsist any mortgage, charge, pledge, lien or other encumbrance of any nature whatsoever over its Shares held in the capital of the Company. Any Shareholder desirous of selling or disposing of any of its Shares in the Company or any interest therein (the “Seller”) shall give a notice in writing (a “Transfer Notice”) to the other Shareholders (the “Offerees”) offering to sell the legal and beneficial ownership of all (and not part only) of its Shares (the “Sale Shares”) and the price therefore (the “Prescribed Price”) Provided that the number of Shares to be offered to an Ofieree shall be calculated on a pro-rata basis by reference to its Shareholding in the Company, and further on the basis that if one Offeree declines such offer, the number of Sale Shares not accepted (the “Further Sale Shares”) shall be re-oflered on the same basis to the other Offeree(s) (the “Further Sale Shares Offerees”) in proportion to their respective Shareholding Percentage in the Company, for acceptance within a period (the “Further Period”) specified in the relevant further Transfer Notice of not less than thirty (30) days commencing from the date of the further Transfer Notice. If any Further Sale Shares Offeree declines to accept the Further Sale Shares offered to it, such Further Sale Shares shall be re-offered on the same basis to the other Further Sale Shares Offerees in proportion to their respective Shareholding Percentage in the Company, for acceptance with the Further Period. The Transfer Notice shall specify a period (the “Prescribed Period”) being not less than thirty (30) days from the date of the Transfer Notice within which the offer for sale of the Sale Shares and the Further Sale Shares (if applicable) must be accepted or (in default) will lapse. A Transfer Notice once given shall be irrevocable except with the sanction of the Offerees. Within the Prescribed Period, the Offerees shall notify the Seller whether they accept the offer of the Sale Shares and the Further Sale Shares contained ina Transfer Notice by giving notice (an “Acceptance Notice”) to that effect to the Seller. In the event that an Offeree fails to accept or declines the offer to him, the Seller, shall, within fourteen (14) days of the expiry of the Prescribed Period, notify any Offeree who has accepted the offer in respect of the Sale Shares of that fact. Such Offeree and any Offeree who has accepted the offer for the Sale Shares or any Further Sale Shares (the “Buyer”) shall become bound to pay the total Prescribed Price for the relevant number of Sale Shares and any Further Sale Shares within thirty (30)55 5.6 57 days of the expiry of the Prescribed Period. ‘The Seller shall be bound (upon payment therefore) to transfer the relevant number of Sale Shares and (if applicable) Further Sale Shares to the Buyer free from all encumbrances If in any case the Seller after having become bound as aforesaid makes default in transferring the Sale Shares and (if applicable) Further Sale Shares, the Company may receive the purchase money and the Seller shall be deemed to have appointed any one Director or the secretary of the Company as its agent to execute a transfer of the Sale Shares and (if applicable) the Further Sale Shares to the Buyer, and upon the execution of such transfer the Company shall hold the purchase money in trust for the Seller. The receipt by the Company of the purchase money shall be a good discharge to the Buyer, and after the Buyer’s name has been entered in the Register of Members of the Company in purported exercise of the aforesaid power, the validity of the proceedings shall not be questioned by any person, If, by the end of the Prescribed Period, no Acceptance Notice has been served, the Seller shall be entitled within forty-five (45) days of the expiry of the Prescribed Period to sell its Shares to a third party (the “Third Party") (who shall be subject to the approval of the Offerees (such approval not to be unreasonably withheld)) at a price which is not lower than the Prescribed Price and upon terms not more favourable than those offered to the Offerees (unless such Shares have been offered to the Offerees at such lower price and/or on more favourable terms), In the event that any of the existing Shareholders (each being the “Seller”), afier having first complied with the provisions of Clause 5.6 is entitled to and desires to transfer all or any of the Sale Shares to the third party purchaser (the “Tag-Along Buyer”), the Seller shall forthwith give notice in writing (the “Tag-Along Notice”) to the other Shareholders of such desire. The Tag-Along Notice shall specify the name of the Tag-Along Buyer (without prejudice to consent rights required to be given pursuant to Clause 5.2) to whom the Seller proposes to transfer such Sale Shares, the number and class of Shares proposed to be transferred (the “Tag-Along Shares”), the price and other terms and conditions of such transfer (which, for the avoidance if doubt, is on terms consistent with those specified in Clause 5.6) and enclose an offer (the “Tag-Along Offer") dated the date of the Tag-Along Notice made by the Tag-Along Buyer to the other Shareholders to purchase the Shares held by the other Shareholders at such time, on the basis that the number of Tag-Along Shares which the Seller shall sell, and the number of Shares that the other Sharcholders shall sell, shall be pro rata (based on their respective Shareholding Percentage) of the number of Shares agreed to be purchased by the Tag-Along Buyer, and on terms and conditions (including price) no less favourable to the other Shareholders than those available to the Seller. Any of a58 59 the other Shareholders (if it so desires) may accept the Tag-Along Offer made to it by serving on the Tag-Along Buyer and the Seller notice in writing of its acceptance within 30 days of the date of the Tag-Along Offer. If any of the other Shareholders accepts the Tag-Along Offer within the said 30-day period, completion of the sale and purchase of the relevant number of Shares held by such other Shareholder and completion of the sale and purchase of the relevant number of Sale Shares held by the Seller shall take place simultaneously at the registered office of the Company on the date falling 14 days following the expiry of the said 30-day period, The Seller shall be free to complete the transfer of its Sale Shares without a simultaneous completion of the transfer of any of the other Shareholders’ Shares if the re to complete the transfer of such other Shareholder’s Shares is due to any act or omission of such other Shareholder. If (pursuant to any of the obligations of this Agreement whether pursuant to Clauses 5, 6, 7 or otherwise) any Shareholder becomes obliged to acquire any Shares and another Shareholder becomes obliged to transfer them, then (unless otherwise expressly provided) :- (@) completion of such acquisition and transfer shall take place at the registered office of the Company on such date as the relevant Shareholders may agree (not being later than thirty (30) days after the expiry of the Prescribed Period); (6) the Seller shall procure the resignations of its appointees on the Board and deliver to the Buyer an instrument of transfer relating to the Shares duly executed by the Seller and the certificate(s) relating to such Sale Shares and (if applicable) the Further Sale Shares; (©) the Seller shall transfer and assign to the Buyer the Seller's shareholders’ loans to the Company and the Buyer shall substitute any security provided by the Seller to secure any borrowings of the Company; and (@)__ the Buyer shall deliver to the Seller a banker’s draft in the amount of he purchase price for the Sale Shares and (if applicable) the Further Sale Shares (taking into account the shareholders’ loans of the Seller to be transferred and assigned to if). ‘The Shareholders shall procure that any transfer of Shares in accordance with this Clause 4 and the transferee thereto shall (subject to all formalities in respect thereof having been fulfilled) be duly registered by the Company. 15|Page5.10 SAL 5.12 WIP 9 Stamp duty and (if applicable) any goods and services tax incidental to a transfer of Shares pursuant to Clauses 5 or 6 or 7 shall be borne by the person acquiring the Shares. For the purposes of the remaining provisions of this Clause 5: (@) the word “company” includes any body corporate; (b) the expression “a Member of the same Group” in relation to any company, means a company which is for the time being an Affiliate; (©) __ the expression “Transferor Company” means a company which has transferred or proposes to transfer Shares to a Member of the same Group; (@) the expression “Transferee Company” means a company for the time being holding Shares in consequence, directly or indirectly, of a transfer or series of transfers of Shares between Members of the same Group (the relevant Transferor Company in the case of a series of such transfers being the first transferor in such series); and (©) the expression “the Relevant Shares” means and includes (so far as the same remain for the time being held by any Transferee Company) the Shares originally transferred to such Transferee Company and any additional Shares issued to or acquired by such Transferee Company. Subject to the approval of any governmental authorities being obtained or notification being provided to the relevant governmental authorities as may be necessary, any Shareholder (being a body corporate) may at any time transfer all (but not some only) of its Shares to a company which is a Member of the same Group on the following terms: - (a) if any Shareholder transfers its Shares to a Member of the same Group, then it shall be a condition precedent of such transfer that this Agreement shall be binding and enforceable in accordance with its terms against both the Transferor Company and the Transferee Company on a joint and several basis; and (6) _if'a Transferee Company ceases to be a Member of the same Group as the Transferor Company from which (whether directly or by a series of transfers) the Relevant Shares were derived, it shall be the duty of the Transferee Company to notify the Directors in writing that such event has occurred and (unless the Relevant Shares have ,6.1 IT[Page been transferred to the Transferor Company or a Member of the same Group as the Transferor Company any such transfer being deemed to be authorised under the foregoing provisions of this Clause) the Transferee Company shall be bound to give a Transfer Notice (as defined in Clause 5.2) in respect of the Relevant Shares and the provisions of Clauses 5.1(b), 5.2 to 5.10 shall apply accordingly. DEFAULT AND COMPULSORY TRANSFER, If any Shareholder (the “Defaulting Shareholder”): (@) shall commit any material breach of its obligations under this Agreement and, if remediable, shall fail to take all necessary action to remedy such breach within thirty (30) days upon the service of notice by the Shareholder complaining of such breach; or (6) shall go into liquidation or shall have a judicial manager receiver or similar officer appointed in respect of or any encumbraneer taking possession of any material part of its assets and/or undertaking; or (©) shall become bankrupt or insolvent; then upon the occurrence of such event, the other Shareholders (each, a “Non-Defaulting Shareholder”) shall have the right, at its option, by written notice (“Compulsory Transfer Notice”) to the Defaulting Shareholder, 10 require the Defaulting Shareholder to sell all its Shares (the “Compulsory Sale Shares") to the Non-Defaulting Shareholders, subject to the approval of the relevant governmental authorities being obtained or notification being provided to the relevant governmental authorities ( if required) as may be necessary:~ (im the event of the ocourrence of (a), at a discount of 10% to the net tangible asset (“NTA”) per Compulsory Sale Share determined in accordance with Clause 6.4; and (ii) im the event of the occurrence of any of (b) or (c), at a price equal to the NTA per Compulsory Sale Share determined in accordance with Clause 6.4, (the “Compulsory Prescribed Price”), in each case, without prejudice to any other rights and remedies which the Non-Defaulting Shareholders may have. Save as provided herein, any Transfer Notice served by a Defaulting he62 64 Shareholder pursuant to Clause 5 during the Compulsory Prescribed Period ‘mentioned in this clause shall be void and of no effect. The Defaulting Shareholder shall forthwith notify the other Shareholders of the occurrence of any of the events mentioned in this Clause 6.1 Completion of the transfer of the Compulsory Sale Shares to the Non-Defaulting Shareholder(s) shall take place within sixty (60) days from the date of the Compulsory ‘Transfer Notice. On completion, the Defaulting Shareholder shall be bound (upon payment therefor, but subject to deduction in accordance with Clause 6.1 to transfer the Compulsory Sale Shares to the Non-Defaulting Shareholder. Each of the Non-Defaulting Shareholders shall be entitled to purchase such number of Compulsory Sale Shares proportionate to the number of Shares then held by each of the Non-Defaulting Shareholder bears to the number of Shares held by all such Non-Defaulting Shareholders. In the event: (@) any Non-Defaulting Shareholder elects not to purchase his/its share of the Compulsory Sale Shares, the remaining Non-Defaulting Shareholders will be entitled to purchase Compulsory Sale Shares proportionate to the number of Shares then held by each of the remaining Non-Defaulting Shareholder bears to the number of Shares held by such Non-Defaulting Shareholders; (6) none of the other Non-Defaulting Shareholders elect to purchase the Compulsory Sale Shares, the Non-Defaulting Shareholder who issued the Compulsory Transfer Notice shall be bound to purchase all the Compulsory Sale Shares. If in any case the Defaulting Shareholder after having become bound as aforesaid makes default in transferring the Compulsory Sale Shares, the Company may receive the purchase money and the Defaulting Shareholder shall be deemed to have appointed any one Director or the Secretary of the Company as its agent to execute a transfer of the Compulsory Sale Shares to the Non-Defaulting Shareholders, and upon the execution of such transfer the Company shall hold the purchase money in trust for the Defaulting Shareholder. The receipt by the Company of the purchase money shall be a good discharge to the Non-Defaulting Shareholders), and after the Non-Defaulting Shareholders’ name has been entered in the Register of Members of the Company in purported exercise of the aforesaid power, the validity of the proceedings shall not be questioned by any person, ‘The Auditors will act as experts and not as arbitrators and will determine in writing what in their opinion is the NTA per Share of the Compulsory Sale Shares on the date the Compulsory Transfer Notice is served pursuant toWW 72 13 74 19|Page Clause 6.1. The costs of any valuer or the Auditors in relation to any determination under this Clause 6 shall be bore by the Defaulting Shareholder (and for this purpose a Non-Defaulting Shareholder may, on the Defaulting Shareholders’ behalf, make payment of such costs by deducting the relevant amount from the Compulsory Prescribed Price and paying such amount to the valuers and/or Auditor). DEADLOCK For the purposes of this Clause 7, a “Deadlick” is deemed to have arisen where a resolution of the Shareholders for the transaction of business of the Company in respect Reserved Matters cannot be resolved after two (2) successive attempis, In the event of a Deadlock occurring, the Shareholders shall immediately upon the occurrence of any such Deadlock, refer the matter which is the subject of the approval to the Chairman or the Chief Executive Officer or the most senior officer of the parent companies of each of the Shareholders (the “Officers"). Each Shareholder shall procure that its Officer shall negotiate in good faith with the other Officers with a view to a resolution of such matter. Upon the resolution of such matter in accordance with Clause 7.2, the Shareholders (including the Directors) shall be bound to give effect to the agreement reached between the Officers in respect of such matter. If no resolution of the Deadlock is achieved within forty five (45) days after the date of the Shareholders referral to the Officers (the “Mediation Period”), any Sharcholder may submit the matter which is the subject of the Deadlock to arbitration in accordance with this Agreement. The sole issue which shall be determined by such arbitration is whether or not the proposed resolution giving rise to the Deadlock was proposed in good faith for a genuine business reason in the interests of the Company such that a reasonable person could hold the view that the relevant resolution was bona fide in the interest of the Company. ‘The hearing for the arbitration shall be convened within ten (10) days of the appointment of the arbitrators and the arbitrators shall be requested to render their decision within fourteen (14) days of the conclusion of the hearing, In the event that the arbitration determines that such matter does not relate to such a genuine business decision, then the Shareholders who first proposed the resolution (including if it is proposed by such Shareholder’s appointed Director) (the “Proposing Shareholders)”) shall bear the costs of the arbitration (and if there is more than one such Proposing Sharcholder, the costs of the arbitration shall be bome by them in proportion f—15 16 81 8.2 83 Pas to their respective Shareholding) and the Shareholders shall not be entitled to avail themselves of the remaining provisions of this Clause 6 and the matter the subject of the Deadlock shall be deemed withdrawn. Save as otherwise provided in this Clause 6.4, all the other Shareholders (other than the Proposing Shareholders) shall bear the costs of the arbitration in accordance with their respective Shareholding. At any time during the period from the commencement of arbitration pursuant to Clause 6.4 until the date which falls twenty one (21) days after the date upon which the decision by the arbitrators is delivered in accordance with Clause 7.4 (such decision date, the "Arbitration Decision Date"), a Deadlock Shareholder may deliver to the Proposing Shareholders a written shareholder's resolution executed by it and evidencing its agreement with the Proposing Shareholders on the matter the subject of the Deadlock, whereupon the Parties shall not be entitled to avail themselves of the remaining provisions of this Clause 7. In the event the arbitration determines that such matter relates to a genuine business decision, from the day immediately following the Arbitration Decision Date, the Shareholders (including the Directors) shall be bound to give effect to such dec DURATION AND TERMINATION This Agreement shall take effect from the date of this Agreement and shall continue until terminated in accordance with the provisions herein or upon the Company being put into liquidation. If any Shareholder sells or transfers all of its Shares in accordance with the provisions of this Agreement then (save as provided in this Agreement and for any obligations which it may have in respect of any antecedent breach of this Agreement) it shall be released from all of its obligations hereunder. If, following any such transfer, there is more than one Shareholder bound by the provisions of this Agreement, then this Agreement shall continue in full force and effect as between the continuing Shareholders. The termination of this Agreement however caused and the ceasing by any Shareholder to hold any Shares shall be without prejudice to any obligations or rights of any of the parties hereto which have accrued prior to such termination or cesser and shall not affect any provision of this Agreement which is expressly or by implication provided to come into effect on or to continue in effect after such termination or cesser. he94 92 93 94 DIRECTORS AND BOARD Appointment of Directors and Chairman Unless otherwise mutually agreed by all the Shareholders, the number of Directors of the Company shall not be more than five (5), with; (@) Three (3) Directors or their alternate to be nominated by SPDM; and (6) Two (2) Directors or their alternate to be nominated by PCBD. The Chairman of the Board, nominated from among one of the Directors, shall be determined by the Board. If a Chairman during his term of such office for any reason ceases to be Director of the Company or is removed from the office of Chairman or has his appointment of Chairman otherwise terminated, the Board shall appoint forthwith his substitute Quorum of Board of Directors ‘The quorum at all meetings of the Board shall be minimum of Three (3) Directors, of whom at least one (1) Director shall be appointed by each Shareholder (or their duly appointed alternate Directors). Where a meeting of the Board cannot be held by virtue only of the absence of a quorum as aforesaid, an adjourned meeting shall not be held less than seven (7) days after the first meeting and notice of such adjourned meeting shall be given to all the Directors, Resolutions (2) Subject to the provisions of this Agreement and the determination on any Reserved Matters, all resolutions of the Board shall be decided by the approval of a simple majority. (b) A resolution signed by all the Directors for the time being shall be valid and effectual as if it has been a resolution passed at a meeting of the Board duly convened and held. For the purpose of this clause, “in writing” and “signed” includes approval in counterparts and or by facsimile Function of Board (@) _ Except as otherwise specifically provided in this Agreement, the responsibility for the management of the Company shall be vested in A[Pagethe Board whom shall exercise all such powers as may be conferred upon the Board by the Memorandum and Articles including the right to delegate the day to day administration and management of the Company in such manner and to such persons as the Board may determine, (6) The right of nomination, determination of period of office or removal of a Director pursuant to this Clause shall be exercised by respective Shareholders who nominates the respective Director. Such nomination, determination or removal shall take effect from the date of receipt of such notice or con the date specified therein whichever shall be the later. (©) Any Director may from time to time appoint any person to be his/her alternate Director of the Company and may at any time remove the altemate Director so appointed by him from office and substitute another in his place with the approval of the other Directors which approval must not be unreasonably withheld. (@) ‘The Chairman shall chair all the meetings of the Board and Shareholders of the Company and in the event the Chairman is not available to attend the said meetings for any reason whatsoever, in which event the altemate Director to the Chairman shall automatically attend the meetings fixed, as Chairman in his place. ‘The Chairman shall cease to hold office if he ceases for any cause to be a Director of the Company. (©) The Board shall appoint one of the Directors to be the Managing Director of the Company Provided Always that if the Managing Director ceases to hold the office of Director he shall ipso facto and immediately cease to be a Managing Director and the Board shall forthwith appoint another Director as determined by the Board, (® The Company shall repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Board, or of any committee of the Board, or General Meetings, or otherwise in or about the business of the Company. The Board shall decide what are reasonable expenses. (g) Shareholders hereto. will exercise its votes to prevent the appointment of, or the removal of, a nominee for the time being of any Shareholder as a Director of the Company except when called upon to do so by the said Shareholder. 2\Pag va10 10.1 10.2 10.3 10.4 (t) The Shareholders hereto shall be entitled to nominate persons who shall be given access to premises, property and records of the Company and all parts thereof. GENERAL MEETING The quorum necessary for the transaction of business at a General Meeting shall be all Shareholders present in person or by their representatives or proxies. If within half an hour from the time appointed for the General Meeting a quorum is not present then such meeting shall stand adjourned to the same day in the next week at the same time and place PROVIDED ALWAYS that in the event that day being a public holiday, the adjourned meeting shall be held on the next Business Day at the same time and place. If at such adjoumed meeting a quorum is not present within thirty (30) minutes from the time appointed for the meeting any member present shall form a quorum and if a resolution proposed to be passed has been attached to the notices calling for the meeting in both instances, the member or members present shall be competent to decide whether or not to pass the resolution, Subject to the provisions of the Act relating to the convening of meeting to pass special resolutions and resoluti unles of which special notice is required, otherwise agreed to in writing by all the shareholders entitled to receive notices of the meetings, at least fourteen (14) days’ notice (in the case where only ordinary resolutions are to be passed) or at least twenty-one (21) days’ notice (in the case where special resolutions are to be passed) shall be given before a General Meeting is convened. Such notice shall be accompanied also by a statement specifying the general nature of such business and the effect of any proposed resolution in respect of such special business. In respect of members having an address outside Malaysia, the notice and agenda shall be sent by facsimile transmission or telex or telegram, to be followed immediately by confirmation in writing. The accidental omission to give such notice to or the non-receipt of such notice by any such shareholder shall not invalidate the proceedings or any resolution passed at any such meeting provided such shareholder participated in such meeting, Subject to Clause 10.5 hereof, a Sharcholder at General Meeting shall be entitled to one vote for each share registered in the name of the said Shareholder. ‘The Chairman of the Board shall be the Chairman of all General Meeting, In the absence of the Chairman or if he or she is not present within thirty (30) minutes after the time appointed for the meeting or is unwilling to act, the B/Page10.5 ul Wal 11.2, 3 Shareholders hereto shall appoint one of their member to act as Chairman of the meeting, No resolution of the Company in general meeting shall be passed in respect of any of the Reserved Matters unless with the unanimous vote of all Shareholders present in the General Meeting. MANAGEMENT COMMITTEE The Board shall establish a Management Committee to carry out the day to day running and management of the Company in such manner and to such persons as the Board may determine. Members of the Management Committee (2) Members of the Management Committee shall be appointed in the following manner: () — SPDM shall _ nominate Three (3) members to the Management Committee appointed from among the senior management staff of the Company; and (i) PCBD shall nominate Two (2) members to the Management Committee appointed from its senior management staff. (6) The Management Committee shall at all times be chaired by the Managing Director of the Company. Duties and Responsibilities of the Management Committee The Management Committee shall carry out it’s duties and responsibilities and exercise all such powers and functions for the smooth implementation and running of the Company including as more specifically referred to below = (@) monitor the progress and the implementation of the Project and day to day operations of the Company; (b) monitor and review where necessary the Company's performance against the development plan and financial performance against the approved budget; (© make recommendations to the Board with regard to all proposed w[Page@ © @ (g) (n) a oO tenders and awards of contracts, procurement, financial expenditures, dividends and all such other matters for the betterment of the Company; recommend operating procedures and policies to the Board and thereafter if and when accepted by the Board, ensure the strict compliance of these policies as approved by the Board by monitoring their due performance and where necessary make recommendations for such further improvements of these policies and procedures and any other such issues related therein; engage or to dismiss or replace such officers or staff as deemed fit; decide on all issues relating to staff requirements including the settlement of any operational and management issues related to the day to day operations of the Company; provide recommendation to the Board for the purpose of entering into any contract or arrangement with any person, firm or company and other arrangements in connection with the ordinary business of the Company which it shall consider expedient or necessary; apply for and obtain the requisite permits, licenses and authorities necessary for the conduct and business of the Company; review all loans, borrowings and banking facilities of the Company and make such recommendations to the Board upon perusal where it is found any discrepancies and prejudicial issues that may have a bearing on the Company; do all other acts and functions as the Board deems necessary for the smooth implementation of the business and operations of the Company; 114 — Save for Reserved Matters, decisions on the operations of the Company being handled by the Management Committee shall be carried by a unanimous votes by the members of the Management Committee on all matters save that where shall be by unanimity and in which event there is a dead lock or the Members of the Commitice are unable to reach a mutual consensus on the issue dit cussed by the Management Committee at its management meetings, the matter shall thereafter be referred to the Board for a final decision. 11.5 The Parties expressly agree that clauses 11.1 to 11.4 shall not be applicable [Page12 12.1 12.2 26|Paze for the governance of day to day running and management of the Project upon the completion of construction of the Project. RESERVED MATTERS Where questions arise or resolutions are proposed at any General Meeting or any meeting of the Board (as the case may be) in respect of the matters set out in Clauses 12.2 and 12.3 below, the unanimous votes of all the Shareholders (or their representatives) or the unanimous votes of all the Directors (or their respective alternate Directors) (as the case may be) shall be required. Reserved Matters at Board level are as follow: (@) the incurring of any expenditure or liability of a capital nature (including, for this purpose, the acquisition of any undertaking or asset whether under lease or hire purchase or otherwise) by the Company in respect of one or more transactions which (singly or in the aggregate) catties an exposure to the Company of an amount which is equal to or in excess of Ringgit Malaysia Five Hundred Thousand (RM500,000.00); (b) the Company borrowing, raising or guaranteeing or incurring any financial commitment or indebtedness or liabilities which carries an exposure to the Company of an amount which is equal to or in excess of Ringgit Malaysia Five Hundred Thousand (RMS500,000.00); (©) the creation of any charge, lien or other encumbrance over any of the Company's assets; (@ the Company lending any money to any person (otherwise than by way of deposit with a bank or other financial institution the normal business of which includes the acceptance of deposits) or granting any credit to any person (except in the ordinary course of its business); (©) _ except in the ordinary course of business, the Company giving any guarantee, indemnity or security in respect of the obligations of any other person of a value equal to or in excess of the net tangible asset value of the Company (based on the then latest audited financial statements of the Company) in relation to any of the services which the Company provides but excluding any indemnity or guarantee to27/P a 0) (s) ) a w& o (m) be given by the Company for losses caused by death or personal injury PROVIDED ALWAYS that the Company has taken up adequate public liability insurance to cover such risks as ate normally insured against by companies carrying on similar businesses; the Company entering into any agreement, transaction, obligation, commitment, understanding, arrangement or liability to lease, licence, sell, transfer or in any other way dispose the whole or any part of its undertaking, assets or property; the Company acquiring or disposing or agreeing to acquire or dispose any interest in any land or real property wheresoever situated and of whatsoever description or acquiring or agreeing to acquire ot incorporate or establish any corporation having an interest in land or real property; the approval of the sale, transfer or disposal of shares or securities held by the Company or any part thereof or any interest therein; the raising of any financing or the procurement of any financial support by the Company from its shareholders or any other person; the appointment and remuneration (including salary, allowances and benefits) of, or any subsequent change to the Managing Director, Chief Financial Officer (or Finance Manager) or Chief Operating Officer (“Key Managers”) of the Company or any increase in the remuneration (including salary, allowances and benefits) of any Key Managers exceeding ten percent (10%) of the last drawn annual remuneration of such Key Manager; the Company entering into or varying, modifying or waiving any breach of or discharge any liability under or terminating any contract, or arrangement (whether legally binding or not) with any of its directors or shareholders or with any affiliated or related corporation thereof or any person connected with a director or shareholder as defined under the Act; the Company opening any bank account or appointing authorised signatories to operate such accounts; the Company commencing, defending or settling any litigation, arbitration or administrative proceedings (other than against any of the directors or shareholders or any related corporations thereof ot oa12.3 28|Paze (n) ©) any person connected therewith); the approval of major accounting policies and practices of the Company and any amendments or modifications thereto; the issue or giving of any power of attomey by the Company; and the Company entering into any technical assistance agreement, distributorship agreement, management agreement or service agreement with any other party Reserved Matters at General Meetings are as follows: @) () © @) © @ () (b) amendment of the Memorandum and Articles; the Company expanding its business or the Company commencing of carrying on any type of business not ancillary or incidental to the Company’s Business; the issue by the Company of any shares or capital stock or options, warrants, or other rights to purchase the same or of any securities convertible or exchangeable for shares or any debenture; the variation of the Company's capital structure in any manner (including variations to the authorised or issued capital); any determination or change in the dividend policy of the Company; the declaration, payment or distribution of any dividends or other distributions; the payment of fees or remuneration of the Directors of the Company; the merger with any other entity or participation in a joint venture or in any business identical or similar to the business of the Company or any part thereof; the winding up or dissolution or restructuring of the Company or placing it under receivership or judicial management, including the appointment of any assignee, receiver or liquidator for all or a substantial part of the assets or business of the Company or any step analogous to the foregoin;1B 13.1 13.2 14 29/Paze (the Company establishing, acquiring or incorporating any subsidiary or associated company; (K) the transformation or consolidation of the Company into or with another entity or the acquisition of a controlling interest in another entity; () the subsequent appointment and removal of the external auditors of the Company; (m) acquire, sell, transfer, lease, assign, encumber, dispose of or part with control of any interest in all or any part of its undertaking, business, rights, property or assets (tangible or intangible) (whether by a single transaction or a series of transactions) or contract to do so (whether conditionally or otherwise) or acquire or contract to acquire any business, property or assets (tangible or intangible) or any interest therein of any amount in a single transaction. The Parties hereby agree that the above provisions in clause 12 shall not be applicable for the financing for the Theme Park either by charge and/or assignment of the Lease Agreement to a bank, financial institution or other person and/or the issuance of RCPS AND the listing of the Company including by way of initial public offering or reverse takeover. DIVIDEND DISTRIBUTION The Shareholders hereto recognize the importance of a sound capital structure, consistent with regulatory requirements as may be required by the Company for its operations and growth. The need to re-invest part of profits from time to time is therefore recognized. Dividend declaration should thus balance the above considerations with the Shareholders’ need for appropriate cash return on their investment. With the foregoing cons account, each of the Shareholders shall exercise all voting rights and other powers of control available to them to ensure that any proposal for a declaration of dividend shall not be unreasonably opposed. ‘The payment of dividend by the Company shall be strictly subject to the full repayment of the debt of the Company and payment of dividend of RCPS to its holder, FINANCIAL MATTERS AND BANKING ACCOUNT14.1 14.4 15 30[Page It is recognised that in addition to the capital invested by the Shareholders in accordance with the terms of this Agreement, it is anticipated that the Company will require further capital for its proper operation and growth, For the purpose of carrying out the business of the Company herein contemplated the Shareholders hereto agrees that such requirement shall be contributed in accordance with the following order of priority: (a) loans and/or financing facility from financial or approved institutions; (6) Shareholder’s advances; (©) subscription to additional share capital of the Company. PROVIDED ALWAYS and it is hereby agreed by the Parties hereto that where the Company secures loan or any form of financing from bank ot financial institution or any other party, PCBD or any of its directors or holding company or Affiliate shall not be obliged or required to provide any form of security or guarantee (either corporate guarantee or directors guarantee or otherwise). The financial year of the Company shall be determined by the Board, The Board shall cause proper accounts to be kept of assets and liabil all trans and ctions and such other accounting records as may be recommended by the Auditors. Such records will be kept at the principal office of the Company and shall be available for inspection by any Shareholder hereto. Any Shareholder hereto shall be entitled at its own costs and expenses to have an independent audit of the accounts in addition to the audit carried out by the Auditors. The Shareholders shall cause the Company to operate a bank account or accounts, opened in its name with such commercial bank(s) and at such place(s) and shall be operated in its ordinary course of business in the following manner: (a) all revenues and receipts of the Company shall be deposited in the said account or accounts and out of which payments shall be made; (6) persons authorised to operate such account and draw cheques on them shall be determined by the Board. RELEASE AND16 16.1 16.2 BIPa Any liability of any of the Parties hereunder may in whole or in part be released, compounded or compromised by time or indulgence given by the other Parties in their respective discretion without in any way prejudicing or affecting their rights against that Party. AMICABLE CONSULTATION, CONCILIATI AN! ARBITRATION The Shareholders hereto agree to use their best efforts promptly and adequately to resolve any dispute or difference which shall arise between them touching any matter or thing herein contained or the operation or construction thereof or any matter or thing in any way connected with this Agreement or the rights, duties or liabilities of either party under or in connection with this Agreement, through amicable consultations, conciliations or other agreed means. In respect of any dispute or difference falling under Clause 16.1 and without prejudice to the generality of the said provision, any Shareholder shall be entitled to give a notice (hereinafter referred to as the ‘Conciliatory Notice’) on the other Shareholders requiring that affected Shareholder to attempt to resolve such dispute or difference through the steps and procedures as set out below:- (a) the Shareholder who issues a Conciliation Notice shall briefly describe in the Conciliation Notice the matter to be discussed, their position in respect of that matter and their evidence and arguments in support of their position; (6) within fourteen(14) days of the service of a Conciliation Notice, the other Shareholder shall give a written response to the Shareholder who issued the Conciliation Notice briefly describing their position in respect of the matter to be discussed, their evidence and arguments in support of their position; (©) within thirty (30) days of the service of a Conciliation Notice, representatives of all of the Shareholders, who have direct responsibilities for matters pertaining to this Agreement shall meet in person and discuss their respective positions in respect of the matter described in the Conciliation Notice for a period of at least thirty (30) minutes. (@ __if within sixty (60) days of the service of a Conciliation Notice the16.3 32[Paxe matter has not been resolved to the mutual satisfaction of each of the Shareholders, the senior executives of each of the Shareholders, who have authority to settle the matter and who are not directly responsible for matters pertaining to this Agreement shall meet with cach other in person and discuss their respective positions in respect of the matter described in the Conciliation Notice. (©) any of the senior executives of the Shareholders attending a meeting may be assisted at such meeting by their assistants but the senior executives alone shall conduct the discussions, () Ata meeting held under sub-article (d) and (¢) hereof, all of the Shareholders through their respective representatives at the meeting may decide to refer the matter to arbitration in accordance with the provision of Clause 16.3 or adjourn the meeting and exchange relevant information or resolve the matter through some other means. If the Shareholders to the dispute are unable to agree on the dispute resolution process as specified above or agreed on the dispute resolution process but fail to resolve the dispute within the period agreed for resolution of the dispute, any Party which has complied with the provisions of Clause 16.2 may in writing terminate the dispute resolution process provided there under and refer pending dispute to arbitration within the meaning of the Malaysian Arbitration Act 2005 (the Act”) in which event, the following shall appl (@) The appointment of a sole arbitrator for this reference to be appointed by agreement between the Parties or in the event a Party fails to appoint an arbitrator within thirty (30) days of receipt of a request in writing to do so from the other party, to be appointed by the Director of the Kuala Lumpur Regional Centre for Arbitration; (b) The seat and venue of the arbitration shall be Kuala Lumpur; (©) The arbitral proceedings shall be conducted in the English language; (4) All written communications in respect of the arbitral proceedings may be delivered or sent by hand, registered post or courier service. For the avoidance of doubt, the provisions of Section 6(2) of the Act shall not be applicable in this arbitration; (©) In respect of Section 17(2)(a) of the Act, any hearings previously held may be repeated at the discretion of the substitute arbitrator;17 171 B[Pase and () The award of the arbitrator shall be final and binding on the Shareholders. CONFIDENTIALITY, For the purpose of this Clause 17, “Confidential Information" shall mean all proprietary and confidential information of the Company or any of the Shareholders and their respective Affiliates or Associate and those of their customers, clients or suppliers whether commercial, financial, technical or otherwise (whether oral, in writing, machine readable or in any other form) and material (whether electronically recorded, in writing or otherwise) which by its very nature should obviously be treated as secret and confidential and which the Parties desire to protect against unrestricted disclosure or competitive use or which is designated as such, including without limitation: (@) information relating directly or indirectly to the Shareholders and/or their respective Affiliates, including but not limited to details of technology, trade secrets, know-how, strategies, ideas, operations, compliance information, processes, methodologies and practices, business or marketing plans, client or customer databases; (6) information relating directly or indirectly to the Sharcholders and/or their respective Affiliates* organisation, plans, intentions, know-how, finances, dealings, market opportunities and business affairs or those of its suppliers, customers (including potential customers) and clients; (©) works of authorship, products and materials written and prepared by the Shareholders and/or their respective Affiliates in relation to this ‘Agreement including but not limited to computer programs, business logic solutions, data, diagrams, charts, reports, specifications, sketches, inventions and working papers or similar materials of whatever nature or on whatever media relating thereto; (@) any information resulting directly or indirectly from the discussions or negotiations relating to this Agreement and all copies, notes, records and all related information (in any form) generated by the Shareholders and/or their respective Affiliates based on or arising from any disclosures for this Agreement; and (©) the terms of any agreement reached by the Sharcholders or proposed ho17.2 173 M[Page by any Shareholder (whether agreed or not) in connection with this Agreement; No Shareholder (the “Recipient”) shall, without the prior written consent of the other Sharcholders (whose consent shall not be unreasonably withheld), divulge or communicate to any person or use or exploit for any purpose whatever any of the trade secrets or confidential and/or proprietary knowledge or information of the Company or any of the other Shareholders which the Recipient may receive or obtain as a result of entering into this Agreement (including the identity of the other Shareholders and the shareholders of each other Shareholder or each other Shareholder’s group of companies, the business and affairs of each other Shareholder, its shareholders and each other Shareholder’s group of companies), and cach Shareholder shall use its reasonable endeavours to prevent its employees or agents, if any, from so doing. The obligations set out in this Clause shall survive any termination of this Agreement. The res ictions under this Clause shall continue to apply without limit in point of time but shall not apply: (@) to any information or knowledge which comes into the public domain through no fault of the relevant Shareholder; or (6) to any information which is required to be disclosed by law or regulations or by a court of competent jurisdiction or by any governmental or regulatory authority (or the rules of any relevant securities exchange(s) applicable to itself or (in the case of a Sharcholder which is a corporation) its parent company or related corporations) or pursuant to any litigation; or (© toany disclosure of any information whatsoever to the legal or other professional advisers of the respective Shareholders; or (@ to any information lawfully furnished to the relevant Shareholder receiving the same by a third party; or (©) to any information which is required to be disclosed in connection with the satisfaction of any of the conditions precedent as set out in this Agreement; or (to any information disclosed from time to time by any of the Shareholders hereto and/or its parent company or related corporations to its directors or any information required by any law or regulation to be disclosed from time to time by the relevant ho