[YKVN Draft: December 04, 2020]

MASTER INVESTMENT AGREEMENT

among
LANTERN SKINCARE INSTITUTE INC.

and

[INSERT NAME OF LANTERN CHINA]

and

OPERA PRODUCTS LLC

and

MR. DAO THIEN CONG

and

OPERA CO., LTD

[], 2020
 TABLE OF CONTENTS

Page
ARTICLE 1. DEFINITIONS AND INTERPRETATION.........................................................4
1.01 Definitions.....................................................................................................................4
1.02 Interpretation...............................................................................................................7
ARTICLE 2. EFFECTIVE DATE...............................................................................................8
ARTICLE 3. OBJECTIVES OF THE PARTIES......................................................................8
ARTICLE 4. INCORPORATION OF THE COMPANY.......................................................10
4.01 Establishment of the Company.................................................................................10
4.02 Pre-establishment costs and expenses......................................................................12
4.03 Personnel and relevant cost.......................................................................................12
ARTICLE 5. CAPITAL CONTRIBUTION TRANSFER.......................................................13
5.01 Capital contribution transfer transaction................................................................13
5.02 Arrangement between Lantern Canada and Lantern China................................15
ARTICLE 6. LONG STOP DATE.............................................................................................15
ARTICLE 7. FUNDING AND PROFIT DISTRIBUTION OF THE COMPANY................16
7.01 Fund Raisings.............................................................................................................16
7.02 Business Plan and Budget..........................................................................................16
7.03 Sales and Production..................................................................................................17
7.04 Profit distribution.......................................................................................................17
7.05 Financial Year............................................................................................................17
ARTICLE 8. ORGANIZATIONAL STRUCTURE OF THE COMPANY............................17
8.01 Composition................................................................................................................17
8.02 Board of Members......................................................................................................18
8.03 Board of Directors......................................................................................................18
8.04 Chief Financial Officer..............................................................................................18
ARTICLE 9. REPRESENTATIONS AND WARRANTIES....................................................18
ARTICLE 10. COVENANTS.....................................................................................................19
10.01 Covenants of the Opera VN......................................................................................19
10.02 Covenants of the Investors........................................................................................19
10.03 Covenants of Lantern China.....................................................................................20
ARTICLE 11. INDEMNIFICATION.........................................................................................20
ARTICLE 12. TERMINATION.................................................................................................20
ARTICLE 13. CONFIDENTIALITY.......................................................................................21
ARTICLE 14. GOVERNING LAW..........................................................................................22
ARTICLE 15. DISPUTE RESOLUTION.................................................................................22
15.01 Negotiation and Discussion........................................................................................22
15.02 Dispute Resolution.....................................................................................................22
ARTICLE 16. MISCELLANEOUS...........................................................................................22

1
16.01 Notice...........................................................................................................................22
16.02 Assignment..................................................................................................................23
16.03 Costs and Expenses....................................................................................................23
16.04 Entire Understanding................................................................................................24
16.05 Independent Contractors...........................................................................................24
16.06 Severability.................................................................................................................24
16.07 No Waiver....................................................................................................................24
16.08 Amendment.................................................................................................................24
16.09 Language and Originals............................................................................................24
16.10 Counterparts...............................................................................................................24
SCHEDULE 1...............................................................................................................................26
AUTHORITY OF THE BOARD OF MEMBERS....................................................................26
SCHEDULE 2...............................................................................................................................28
AUTHORITY OF THE BOARD OF DIRECTORS.................................................................28
SCHEDULE 3...............................................................................................................................29
AUTHORITY OF THE GENERAL DIRECTOR....................................................................29
SCHEDULE 4...............................................................................................................................30
AUTHORITY OF THE DEPUTY GENERAL DIRECTOR...................................................30

2
 THIS MASTER INVESTMENT AGREEMENT (the “Agreement”) is entered into
on [●], 2020 by and among:

(A) LANTERN SKINCARE INSTITUTE INC.

Registered Address : 60 Murellen Cres. Toronto ON M4A 2K5 Canada

Jurisdiction of :
Canada
Incorporation

Incorporation No. :
1172567-0
Authorized :
[●]
Representative

Position : [●]

(Lantern Skincare Institute Inc. shall be referred to hereinafter as the “Lantern”)

(B) [INSERT NAME OF LANTERN CHINA]

Registered Address : [●]

Jurisdiction of : [●]
Incorporation

Incorporation No. : [●]

Authorized :
[●]
Representative

Position : [●]

([INSERT NAME OF LANTERN CHINA] shall be referred to hereinafter as the “Lantern”)

(C) OPERA PRODUCTS LLC

Registered Address : [●]

Jurisdiction of :
United States of America
Incorporation

Authorized :
[●]
Representative

Position : [●]

(Opera Products LLC shall be referred to hereinafter as the “Opera”)

3
(D) OPERA CO., LTD

Registered Address : B52-53, D6 Street, Tan An Huy Residential Area, Phuoc

Kien Commune, Nha Be District, Ho Chi Minh City,
Vietnam

Jurisdiction of :
Vietnam
Incorporation

Authorized :
Nguyen Hoang Minh Ngan
Representative

Position : Director

(Opera Products LLC shall be referred to hereinafter as the “Opera”)

and

(E) DAO THIEN CONG

Permanent Address : [●]

Nationality : United States of America

Passport No. : 561999476 issued by United States Department of State USA

on February 09, 2018

(Mr. Dao Thien Cong shall be referred to hereinafter as the “Mr. Thien”)

(Lantern Canada, Lantern China, Opera US, Mr. Thien and Opera VN are hereinafter referred
to collectively as the “Parties” and individually, as a “Party”).

RECITALS

WHEREAS, Lantern China is the parent company owning 100% (one hundred
percent) of Lantern Canada.

WHEREAS, Opera VN intends to establish a new company in Vietnam named

Lantern-Opera Company Limited (the “Company”) for the purpose of building a factory in
Bau Bang Industrial Park, Binh Duong Province (the “Factory”) for manufacturing products
according to the development plan of Opera VN and its capital contribution member(s) from
time to time (the “Project”);

WHEREAS, Lantern Canada, Opera US and Mr. Thien (collectively as the

“Investors” and individually each as “Investor”) are desirous of investing and participating
in the Company.

WHEREAS, the Parties are desirous of entering into this Agreement to record the
arrangements for the establishment, investment and operation of the Company and set out
their respective rights and obligations.

4
 NOW, THEREFORE, the Parties have agreed as follow:

ARTICLE 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

When used in this Agreement, including the Recitals, the following terms shall have
the following meanings unless the context otherwise requires:

“Advance” has the meaning provided in Article 7.01(c).

“Affiliate” in relation to any Person (the relevant Person) means any other Persons
Controlling, Controlled by, or under common Control with, the relevant Person, where
“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the governance, management, and policies of any Person, whether through the
ownership of at least 50% of the shareholding, voting securities, contributed charter capital,
or equity interest, or by contract, by board or governing body representation, or otherwise,
and Controlled and Controlling shall be construed accordingly.

“Agreement” means this Master Investment Agreement.

“Authorisation” includes any consent, authorization, registration, filing, lodgement,

agreement, notarisation, certificate, permission, licence, approval, authority or exemption
from, by or with a Government Agency.

“Authorized Representative” means authorized representative appointed by Opera

VN to seat in the Board of Members, having rights and obligations as delegated by Opera VN.

“Board of Directors” has the meaning provided in Article 8.01.

“Board of Members” means the members’ council (hội đồng thành viên in
Vietnamese) of a limited liability company.

“Business Day” means calendar days from Monday to Friday of every week, other
than public holidays, on which banks are generally open for normal business in Vietnam and
[China]. [Drafting Note: Parties to confirm].

“Business Plan and Budget” has the meaning provided in Article 7.02.

“Capital Transfer Transaction” has the meaning provided in Article 5.01(a).

“CCTA” means agreements to be agreed to and executed by the Parties for the
purpose of this Agreement and the Capital Transfer Transaction.

“Charter” means the charter of the Company adopted by the Board of Members of
the Company and/or any other amending and supplementing documents of the charter.

5
 “Charter Capital” means the charter capital of the Company contributed or
undertaken to be contributed by the owner of the Company as set out in the ERC and the
Charter from time to time.

“Chief Financial Officer” means the chief financial officer (giám đốc tài chính in
Vietnamese) of the Company.

“Claim” means, in relation to a Person, a demand, claim, action, suit, arbitration,

inquiry and/or proceeding made or brought by or against the Person under this Agreement.

“Company’s Account” means the direct investment capital account newly

established under the name of the Company for the purpose of the Capital Transfer
Transaction whose detailed information is provided to the Investors before the Effective
Date.

“Completion” has the meaning provided in Article 5.1(c).

“Conditions Precedent” has the meaning provided in Article 5.1(b).

“Confidential Information” means all information of a confidential nature relating to

the affairs of the Parties disclosed (whether in writing, verbally or by any other means and
whether directly or indirectly) by any Party to the other Party(es) whether before or after the
date of this Agreement, including for the avoidance of doubt, the terms of the CCTA and the
Members Agreement, the parties thereto and any matters referred to therein.

“Deputy General Director” means deputy general director (phó tổng giám đốc in
Vietnamese) of the Company.

“Dispute” has the meaning provided in Article 15.01.

“Effective Date” has the meaning provided in Article 2(a).

“ERC” means the enterprise registration certificate issued under the Law of Vietnam.

“First Payment Date” has the meaning provided in Article 5.1(a)(iii)(A).

“General Director” means the general director (tổng giám đốc in Vietnamese) of the
Company.

“Government Agency” includes any applicable Vietnamese government or

governmental, semi-governmental, judicial entity or authority or instrumentality, including
any applicable self-regulatory organization established under statute.

“Indemnified Party” has the meaning provided in Article 11.

“Indemnifying Party” has the meaning provided in Article 11.

“Law” means (i) any document listed in Articles 2, 4, 172.2 and 172.4 of the Law on
Promulgation of Laws No. 80/2015/QH13 adopted by the National Assembly of Vietnam on
June 22, 2015, and if these articles are amended, supplemented or replaced, includes any

6
document thereafter defined as a legal document pursuant to such amendment, supplement or
replacement; and (ii) any publicly available and binding rules, regulations, requirements or
guidance of any Governmental Agency.

“Long Stop Date” has the meaning provided in Article 6.

“Losses” means claims, liabilities, obligations, losses, Tax claims, fines, costs,
expenses, royalties, loss of Tax benefits, deficiencies or damages (whether absolute, accrued,
conditional or otherwise and whether or not resulting from third party claims) including
interest and penalties with respect thereto and out-of-pocket expenses and attorneys’ and
accountants’ fees and expenses (subject to limits agreed by the Parties hereunder) in the
investigation or defense of any of the same or in asserting, preserving or enforcing any of
their respective rights under this Agreement.

“M&A Approval” means the notice issued by the competent Government Agency on
the Investors’ satisfaction of conditions as foreign purchasers of the Purchased Capital
Contribution thereby approving the Investors’ acquisition of the Purchased Capital
Contribution.

“Members Agreement” means the members agreement entered or to be entered into

by, among others, the Investors on or about the Effective Date to regulate, among other
things, their relationship with each other as the capital contributing members of the
Company.
“Notices” has the meaning provided in Article 16.01.

“Person” means any individual, firm, corporation, company, voluntary association,

partnership, joint venture, trust, unincorporated organization, Government Agency,
committee, department, authority or body, incorporated or unincorporated, whether being a
distinct legal person or not.

“Pre-establishment Costs” has the meaning provided in Article 4.02(a).

“Project” has the meaning provided in Article 4.01(c).

“Project Management Team” has the meaning provided in Article 4.3(b).

“Purchase Price” shall be USD 3,000,000 (Three million US Dollars) representing

the purchase price of 100% of the Purchased Capital Contribution of Opera VN in the
Company to be payable at the time and in the manner set out in this Agreement and the
CCTA.

“Purchased Capital Contribution” has the meaning provided in Article 5.1.

“Second Payment Date” has the meaning provided in Article 5.1(a)(iii)(B).

“SOP” has the meaning provided in Article 4.03(d).

“Tax” or “Taxes” means all forms of tax whether of Vietnam or elsewhere whenever
imposed (including without limitation, income tax, corporation income tax, corporation tax,
property tax, sales tax, withholding tax, profits tax, real property gains tax, capital gains tax,

7
capital gains or transfer tax, valued added tax, service tax, excise tax, stamp duties, custom or
other import or export duties, repatriation levy) and all statutory, governmental, state,
provincial, local governmental or municipal fees, charges, impositions, duties, rates, levies
and all penalties, costs and interests relating thereto.

“USD” or “United States Dollars” means the lawful currency of the United States of
America.

“VIAC” has the meaning provided in Article 15.02.

“Vietnam” means the Socialist Republic of Vietnam.

“Vietnamese Dong” or “VND” means the lawful currency of Vietnam.

1.2 Interpretation

The following rules apply unless the context requires otherwise:

(i) Headings are for convenience only and do not affect interpretation;

(ii) The singular includes the plural, and the converse also applies;

(iii) If a word or phrase is defined, its other grammatical forms have a

corresponding meaning;

(iv) A reference to an Article, Section or Schedule is a reference to an article of, a

section of or a schedule of this Agreement;

(v) A reference to an agreement or document (including a reference to this

Agreement (including its Schedule)) is to the agreement or document
(including its schedule) as amended, supplemented, novated or replaced
except to the extent prohibited by this Agreement or that other agreement or
document;

(vi) A reference to writing includes any method of representing or reproducing

words, figures, drawings, or symbols in a visible or tangible form;

(vii) A reference to a party to this Agreement or another agreement or document

includes the party’s successors, permitted substitutes and permitted assignees;

(viii) A reference to legislation or to a provision of legislation includes a

modification or re-enactment of it, a legislative provision substituted for it and
a regulation or statutory instrument issued under it;

(ix) Mentioning anything after “includes”, “including”, “for example”, or similar

expressions, does not limit what else might be included;

(x) The words “hereof,” “herein,” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole,
including all Schedule attached to this Agreement, as amended from time to

8
 time, and not to any particular provision of this Agreement;

(xi) Nothing in this Agreement shall be interpreted against a party solely on the
ground that the party put forward this Agreement or any part of it; and

(xii) The term “transfer” when used in this Agreement shall mean any direct or
indirect disposal, exchange or sale of equity, shares, securities, voting or any
other interest therein and includes (A) any direct or indirect transfer, exchange
or other disposition of such equity, shares, securities, voting or any other
interest therein; (B) any direct or indirect sale, assignment, gift, donation,
redemption, conversion, exchange or other disposition of such equity, shares,
securities, voting or any other interest therein, pursuant to an agreement,
arrangement, instrument or understanding by which legal title to or beneficial
ownership (partly or entirely) of such equity, shares, securities, voting or any
other interest therein passes from one Person to another Person or to the same
Person in a different legal capacity, whether or not for value.

ARTICLE 2. EFFECTIVE DATE

(a) All rights and obligations of the Parties under this Agreement shall become
effective on and from the date of this Agreement (the “Effective Date”).

(b) Each Party acknowledges and agrees that its obligations under this Agreement
have been clearly defined and are of the types that can be performed by such Party.

ARTICLE 3. OBJECTIVES OF THE PARTIES

(a) This Agreement governs the rights and obligations of the Parties with respect
to the Company during the term of this Agreement. In particular, this Agreement has the
following objectives:

(i) to set forth the process for the establishment of the Company for developing,
constructing and operating the Factory;

(ii) to set forth the process, conditions and timing for the Investors’ cooperation in
investment and operation of the Company;

(iii) to set forth the corporate governance and decision-making process of the
Company after the Capital Transfer Transaction; and

(iv) generally, to perform all acts, matters and things as may be consistent with,
necessary for and incidental to the attainment of any and all of the foregoing
objects.

(b) The Parties anticipate that the following key steps (together with the tentative
timeline) will be required for the establishment of the Company and investment and
participation of the Investors in the Company (the events are in chronological order):

9
No. Event Responsible Expected Date
Party [Drafting Note:
Parties to
discuss and
insert.]
1. Execution of this Agreement and the Parties [●]
memorandum of understanding for the
Company’s location

2. Incorporation of the Company and Opera VN [●]

Obtaining of the ERC of the Company

3. Preparation of sufficient capital and Parties [●]

necessary documents for the investment in
the Company by the Investors.

Submission of required documents for

obtaining the M&A Approvals.

4. Processing the capital injection and Opera VN [●]

completion of the capital contribution by
Opera VN

5. Execution of the CCTA and Members Parties [●]

Agreement by and among the Parties

6. Payment of 50% of the Purchase Price Investors [●]

7. Payment of the remaining 50% of the Investors [●]

Purchase Price

8. Upon completion of the payment of the The [●]

Purchase Price, the Company will issue Company
capital contribution certificates to Investors
and obtain the amended ERC to record
their respective paid-in capital contribution.

9. Completion of the construction of the Parties [●]

Factory, execution of lease contract with
the lessor and obtaining of other required
licenses/approvals for the Factory and the
Company (such as land use right
certificate, construction permit, fire
prevention and fighting appraisal
certificate, fire prevention and fighting
testing certificate, approval for the
environmental impact assessment report,
acceptance minutes for construction work
(if applicable))

10
 (c) The roles of each Party shall be as follows:

(i) The Investors shall be to (A) duly execute, deliver and perform the CCTA and
Members Agreement and the transactions contemplated therein, (B) comply
with the terms and conditions of this Agreement, CCTA and Members
Agreement, (C) prepare fund for payment of the Purchase Price and necessary
documents for obtaining the M&A Approval, and (D) provide experts having
knowledge and expertise in building the Factory and producing and selling
products of the Company;

(ii) Lantern China shall be to (A) procure that Lantern Canada to perform actions
in items (i)(A) and (i)(C) above, (B) arrange and make payment of the
Purchase Price in replacement of Lantern Canada in case that for any reasons
Lantern Canada fails to do so or the Company is unable to register Lantern
Canada as its capital contributing member and (C) provide experts having
knowledge and expertise in building the Factory and producing and selling
products of the Company; and

(iii) The roles of Opera VN shall be to (i) comply with the terms and conditions of
this Agreement, CCTA and Members Agreement, (ii) establish, develop and
operate the Company in the manner as agreed by Parties under this
Agreement, (iii) obtain and maintain all permits, licenses, authorizations and
approvals required to build the Factory and operate the Company and (iv)
transfer the Purchased Capital Contribution to the Investors.

ARTICLE 4. INCORPORATION OF THE COMPANY

4.1 Establishment of the Company

(a) It is the intent of the Parties that the acquisition and investment by the
Investors in the Company is subject to, among others, the completion by Opera VN of the
incorporation of the Company as outlined in this Article 4.1. The Company shall be subject
to the protection and jurisdiction of and shall operate in accordance with the Law of Vietnam.

(b) Opera US and Mr. Thien shall, and procure Opera VN to, take all and any
necessary actions and things to incorporate the Company as discribed below. After
incorporation of the Company, Opera VN is the parent company owning 100% (one hundred
percent) of the Company.

(i) Corporation name:

Company name in Vietnamese: [●]

Company name in English: LANTERN-OPERA COMPANY LIMITED

Abbreviation Name: [●]

(ii) Address: [●], Bau Bang Industrial Park, Binh Duong Province, Vietnam.

(iii) Charter capital: [insert VND equivalent to USD 3,000,000].

11
 (iv) Company form: Single member limited liability company.

(v) Scope of business:

No. Business activities

1. Manufacturing and trading of hand sanitizer

2. Manufacturing and trading of antibacterial wipes

3. Other products according to the development plan of the Parties

(c) Investment Project

The project shall have the following main information (the “Project”):

Name of the : [●]

Project

Location : [●], Bau Bang Industrial Park, Binh Duong Province

Objectives : [●]

Scales and : [●]

capacity

Proposed : The Project is implemented in [●] phases as follows:

schedule for
implementing [●]
the
investment
project
Operation : [●]
term of the
project

The area of : [●] sqm

land expected
to be used
(m2 or ha)

4.2 Pre-establishment costs and expenses

(a) Before establishing the Company, the Parties agree to authorize Mr. Thien to
sign the in-principle agreement with the lessor and Opera VN will pay booking fee and other

12
costs and expenses related to the establishment of the Company (such as legal fees,
consulting fees and other related fees) on behalf of the Company (“Pre-establishment
Costs”). This Pre-establishment Costs must be first approved by the CEO and CFO of
[Opera US/Opera VN][Drafting Note: Opera VN to confirm] and then be reviewed by the
CEO of [Lantern Canada/Lantern China][Drafting Note: Opera VN to confirm]. The Pre-
Establishment Costs shall be reimbursed by the Company to Opera VN after the Company’s
incorporation.

(b) Upon receipt of any capital contribution from Opera VN and within 5 days
from the date of receiving the payment request and supporting documents of Opera VN, the
Company shall fully reimburse to Opera VN all the Pre-establishment Costs paid by Opera
VN.

(c) In case of failure to establish the Company or failure to make the investment
by the Investors under this Agreement for any reason, within 5 days from the date of
receiving the payment request and supporting documents of Opera VN, the Investors must in
proportion to the contemplated capital contribution reimburse to Opera VN all the Pre-
establishment Costs paid by Opera VN.

(d) In case the Company or any Investors (as the case may be) is late in payment
to Opera VN for the Pre-establishment Costs, the Company or the Investors must pay a late
payment interest which is calculated based on the late payment amount with the interest rate
of [[●] percent ([●]%)][Drafting Note: Opera VN to insert] per annum for the late payment
period which commences from the due date as provided in payment request of Opera VN
until the date that Opera VN has been fully paid with the late payment amount.

4.3 Personnel and relevant cost

(a) Each of the Investors shall be allowed to transfer its employees as secondees
to assist Opera VN to establish the Company and build the Factory and assist the Company in
operating and manufacturing after establishment. Such secondees shall, subject to the
agreement among the Parties, continue working at the Company upon the Completion of the
Capital Transfer Transaction. Each Investor shall bear all costs for all salary and
compensation of employees assigned by it.
(b) Until the Company is established and granted with the ERC, each of Lantern
Canada (as one side) and Opera US and Mr. Thien (as the other side) shall form a project
management team (the “Project Management Team”) by nominating/assigning their
personnel. The Company shall enter into labor contracts with members of the Project
Management Team after the Company’s incorporation in accordance with the Law provided
that the number of members in the Project Management Team assigned by Lantern Canada
(as one side) and Opera US and Mr. Thien (as the other side) and their relevant remuneration
are equal. [Drafting Note: Opera VN to confirm.]

(c) The Project Management Team is established for ensuring the Investors’
receiving information, assisting the operation of the Company and construction of the
Factory. This mechanism shall ensure that the Investors shall be informed and understand the
key matters of the Company and the Factory and involve in the business and operation of the
Company and the Factory even when the Capital Transfer Transaction has not been
completed and the Investors have not officially become a capital contributing members of the
Company.

13
 (d) Cost for the operation of the Company after establishing shall be in
accordance with the approved Standard Operating Procedure (“SOP”).

ARTICLE 5. CAPITAL CONTRIBUTION TRANSFER

5.1 Capital contribution transfer transaction

(a) Subject to the satisfaction of Conditions Precedent as provided in Article

5.1(b) below or waiver thereof by the Party entitled to waive, within [●] months from the
Effective Date, Opera VN shall execute the Capital Contribution Transfer Agreement
(“CCTA”) with the Investors pursuant to which Opera VN agrees to sell, and the Investors
agree to purchase, the entire capital contribution held by Opera VN in the Company (the
“Purchased Capital Contribution”) with the following details (the “Capital Transfer
Transaction”):

(i) Percentage of the Purchased Capital Contribution in the Charter Capital of the
Company: 100%.

(ii) The respective capital contribution percentage to be transferred to each

Investor:

Name of Investor Percentage Amount of the Purchase Price

Lantern Canada 50% VND equivalent to USD 1,500,000
Opera US 45% VND equivalent to USD 1,350,000
Mr. Thien 5% VND equivalent to USD 150,000

(iii) The purchase price of the Purchased Capital Contribution (the “Purchase
Price”) shall be USD 3,000,000 and shall be paid by the Investors in
proportion to their respective capital contribution in the Company in two
installments with equal amount as follows:

(A) First installment: 50% of the Purchase Price shall be paid by the Investors in
accordance with the proportion of their respective capital contribution in the
Company within [3 (three) months] from the Effective Date (“First Payment
Date”).

(B) Second installment: the remaining 50% of the Purchase Price shall be paid by
the Investors in accordance with the proportion of their respective capital
contribution in the Company within [6 (six) months] from the Effective Date
(“Second Payment Date”).

(b) The Purchased Capital Contribution includes all rights and interests attached
thereto in accordance with the Law or regulations of the Company, including but not limited
to the title, the voting rights and the right to have profit distributed to it in proportion to its
capital contribution in accordance with the Law.

(c) The sale and purchase of the Purchased Capital Contribution shall be
completed when the total Purchase Price is fully paid up by the Investors and the information

14
of Investors is recorded into the amended ERC of the Company (“Completion”).

(d) The obligations of the Investors to sign the CCAT and pay the Purchase Price
in accordance with Article 5.1(a) above are subject to the satisfaction, at or prior to the
Effective Date, of the following conditions (the “Conditions Precedent”), any of which may
be waived in whole or in part by the Party entitled to waive such condition:

(i) The CCTA and Members Agreement shall have been duly executed and
delivered by the Parties and the parties thereto;

(ii) The Company have obtained the original ERC recording Opera VN is the sole
owner of the Company;

(iii) The Investors shall have obtained the M&A Approval for their acquisition of
the relevant Purchased Capital Contribution; and

(iv) The Company shall have successfully opened the Company’s Account for the
purpose of, among others, receiving the Purchase Price and transferring the
Purchase Price to account of Opera VN, and have notified the Investors of the
details of such Company’s Account.

(e) Each Party shall co-operate with the other Parties and shall take all necessary
steps to procure that the Conditions Precedent are fulfilled as soon as possible. Without
limiting the generality of the foregoing:

(i) no Party may take any action that would or would be likely to prevent or
hinder the fulfilment of the Conditions Precedent;

(ii) upon request by a Party, the other Party shall, to the extent reasonable, provide
the requesting Party with documents and materials necessary and/or required
for fulfilment of the Conditions Precedent and copies or reasonable summaries
of relevant official submissions and filings with any Government Agency, and
the written responses thereto, in relation to the satisfaction of the Conditions
Precedent; and

(iii) each Party must promptly notify the other Party on becoming aware of (A) the
fulfilment of any Conditions Precedent or of (B) any Conditions Precedent
becoming incapable of being fulfilled or of (C) any material problem with, or
any material question or issue is raised by a Government Agency in relation to
an official submission or filing made in relation to, the satisfaction of a
Conditions Precedent. In such events, the Parties shall co-operate and take all
necessary actions to rectify and/or procure that the relevant Conditions
Precedent are fulfilled within an extended period to be stipulated by the
Parties.

(f) The Parties have agreed that nothing in this Agreement shall be construed in
any way or manner changing or affecting the holding structure of the Investors in the
Company as set out above. The Parties undertake and covenant to each other that they shall
not, for any reason, perform any acts and things that will effectively dilute each Investor’s
direct and indirect interests including without limitation the respective capital contribution

15
interest, in the Company unless otherwise provided in this Agreement.

5.2 Arrangement between Lantern Canada and Lantern China

(a) Lantern China shall procure Lantern Canada to have sufficient amount of
money to pay the relevant Purchase Price equivalent to USD 1,500,000 to Opera VN. In any
event that Lantern Canada fails to have sufficient amount for paying the relevant Purchase
Price to Opera VN before or on the First Payment Date or the Second Payment Date, Lantern
China shall replace Lantern Canada to be a capital contributing member of the Company and
pay the relevant Purchase Price to Opera VN in accordance with this Agreement and CCTA.

(b) Any delayed Purchase Price shall be subject to the interest rate of zero point
zero five percent (0.05%) per day on the unpaid due amounts until the date on which all the
relevant Purchase Price (plus any interest, if applicable) are fully paid to Opera VN.

(c) If the delay in executing the CCTA or paying the relevant Purchase Price of
Lantern Canada or Lantern China is more than thirty (30) days from the respective Effective
Date, First Payment Date or the Second Payment Date (as the case maybe), in addition to the
penalty and the late payment interest as provided in paragraphs (b) and (c) above, Opera VN
shall have the right to terminate this Agreement or the CCTA and Members Agreement (as
the case maybe) by sending a termination notice with immediate effect to the Lantern Canada
or Lantern China and all money and assets which have been actually paid and transferred by
Lantern Canada or Lantern China to Opera VN or the Company (if any) shall be forfeited.
This Article 5.2(c) shall survive the termination of this Agreement.

ARTICLE 6. LONG STOP DATE

If any Conditions Precedent has not been satisfied or otherwise waived by Opera VN
or the Investors, as the case may be, on or prior to the day which is [●] months from the date
of this Agreement or any extended date as may be mutually agreed in writing by the Parties
(the date falling [●] months from the date of this Agreement or such mutually agreed upon
date, as applicable, the “Long Stop Date”), this Agreement shall terminate with immediate
effect on the Business Day immediately following the Long Stop Date, with no further
obligation or Liability owed by any of the Parties to the other Party, except for the Articles 1,
13, 14 and 15 and any claim made by either Party arising from any antecedent breaches of
this Agreement. Each Party’s further rights and obligations shall cease immediately on
termination, provided that such termination shall not affect the Parties’ rights and obligations
as may have accrued as at the date of such termination.

ARTICLE 7. FUNDING AND PROFIT DISTRIBUTION OF THE COMPANY

7.01 Fund Raisings

(a) The Parties procure that the Company shall use its internal cash flow for its
operation and business (including the working capital).

(b) If the Company’s internal cash flow is not sufficient for its operation and
business (including the working capital), then subject to approval of the Board of Members in

16
accordance with Article 8.02 such demand for funding of the Company and the Project shall
be satisfied in the priority order as follows:

(i) loans, borrowings or other means of financing from [banks or financial

institutions];[Drafting Note: the loan may require collateral, e.g., capital
contribution in the Company, foreclosure of which may cause changes to
the shareholding structure.]

(ii) funding from the Investors in form of either loan or equity in proportion to the
Investors’ respective capital contribution and in accordance with item (iii)
below; and

(iii) funding from any third parties in form of either loan or equity (i.e., increase of
the charter capital for such third parties’ capital contribution.

(c) If a Investor fails to inject the obligated amount in full or in part into the
Company in accordance with the timing decided by the Board of Members, the remaining
Investors shall advance the shortfall (the “Advance”) in proportion to the ratio of a remaining
Investor’s capital contribution to the remaining Investors’ aggregated capital contribution.
The defaulting Investor shall be obligated to repay the Advance to the contributing Investors
with an interest at the rate of [[●] ([●]) per cent] per annum (calculated from the date of
payment of the Advance until the date the contributing Investors are repaid in full). The
defaulting Investor hereby undertakes that his/its obligation to repay the Advance (including
interest accrued thereon) shall be prioritized against other [unsecured] debts of the defaulting
Investor; and [Drafting Note: Parties to discuss]

7.02 Business Plan and Budget

The Board of Directors shall promptly prepare of the business plan and budget of the
Company (“Business Plan and Budget”) annually or from time to time; and submit the
Business Plan and Budget to the Board of Members for their approval in accordance with
Article 8.02. The Business Plan and Budget may be amended as submitted by the Board of
Directors and approved by the Board of Members in accordance with Article 8.02.

7.03 Sales and Production

(a) Lantern Canada shall be responsible for the production and operation of the
Project; and Opera US and Mr. Thien shall be responsible for the market development and
sales of the Products.

(b) Notwithstanding paragraph (a) above, according to specific market segments,

the Company’s sales teams shall be formed by the Board of Members and managed by [the
Board of Directors][Drafting Note: Parties to confirm] to maximize the revenue of the
Company, and in the actual operation process, all Parties have the responsibility and right to
find and develop products, markets, or customers in order to ensure that the Company is able
to make monthly break-even no later than 6 (six) months upon commencement of production
in the factory of the Project. [For the purpose of this Article, “monthly break-even” means
the point that the Company’s business begins to make a profit.][Drafting Note: Parties to
confirm]

17
 (c) The Company shall have a SPO for quotations which are prepared and
submitted by the Board of Directors to the Board of Members for its approval; and the
Company shall have the responsibility to provide quotations, which reside with the
Company's sales teams. All quotations shall be jointly reviewed and approved by the Chief
Financial Officer and the Board of Directors.

(d) Quotations are provided in the same way for all customers, Lantern and
Opera; and the actual margin could vary depending on the size of the deal and/or the
relationship with the customer. The selling price of the product is added to the
manufacturing cost of 20% sales, unless otherwise mutually agreed by the Parties in special
circumstances or special market requirements.

7.04 Profit distribution

Subject to the Laws, the Parties shall discuss and agree on a profit distribution rate
based on the business operation result of the Company taking into account the debt levels,
operating capital levels and the business plan of the Company and shall be payable to the
Parties in proportion to their respective capital contribution in the Company. In the case
where the Company earns profit, the Board of Members shall be entitled to nominate such
profit for re-investment, provided that such amount of re-investment shall not exceed 20% of
the net income after tax as indicated in the audited annual Financial Statements of the
Company.

7.05 Financial Year

Financial Year of the Company shall be the period starting on [January 1 of any year
and ending on December 31 of the same year]. [Drafting Note: Parties to confirm]

ARTICLE 8. ORGANIZATIONAL STRUCTURE OF THE COMPANY

8.1 Composition

(a) The Company’s organizational structure includes (i) the Board of Members,
(ii) the Board of directors (including the General Director and the Deputy General Director)
(“Board of Directors”), and (iii) the Chief Financial Officer.

(b) The legal representative of the Company shall be the Chairman of the Board
of Members as solely appointed by Opera VN and shall automatically have the right to sign
all contracts on behalf of the Company unless he authorizes another Person.

8.2 Board of Members

(a) The highest decision making body of the Company is the Board of Members.
The Board of Members shall have the power to make decisions on matters provided for them
under the Enterprises Law and other matters as provided in Schedule 1.

(b) The Board of Members shall include 03 Authorized Representative appointed

by Opera VN.

18
 (c) The quorum for a Board of Members meeting (whether first convening or
second convening) shall be 100% of the total number of members of the Board of Members.

(d) The Board of Members shall have rights and duties provided in Schedule 1
which shall require the unanimous vote of all members of the Board of Members for
approval, regardless of physical meeting, collection of written opinions or other methods.

8.3 Board of Directors

(a) The Board of Director of the Company shall include the General Director and
the Deputy General Director. The Parties acknowledge and agree that the Board of Directors
shall have the rights and duties to decide important matters listed in Schedule 2 which require
the unanimous votes of all member of the Board of Directors for approval.

(b) The General Director shall be appointed by Lantern Canada, shall be the
Person who administrate the daily business operation and production processes of the
Company and shall be responsible to the Board of Members for the performance of his/her
rights and obligations. Save for matters in the authority of the Board of Members or the
Board of Directors, The General Director shall have rights and duties provided in Schedule 3.

(c) The Deputy General Director of the Company shall be appointed by Opera US
and Mr. Thien, shall be the Person who represent the Company before its customers, and
shall be responsible to the Board of Members for performance of his/her rights and duties.
Save for matters in the authority of the Board of Members, the Board of Directors and the
General Director, the Deputy General Director shall have rights and duties provided in
Schedule 4.

8.4 Chief Financial Officer

The Chief Financial Officer shall be an independent Person employed by the

Company. The Chief Financial Officer’s rights and duties in respect of the Company shall
include managing the administration, accounting and treasury departments and functions.
[Drafting Note: Parties to confirm]

ARTICLE 9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Parties that as of the date of this
Agreement, the Effective Date and the Completion.

(a) It is duly incorporated and validly exists under the law of its place of
incorporation (in case of entity) or he has full legal civil capacity (in case of
individual) and has the legal right and power to execute, deliver, and fully
perform his/its obligations under this Agreement and the CCTA, and to
consummate the Capital Transfer Transaction.

(b) Except as otherwise specified herein and the CCTA, the execution, delivery,
and performance by the Party of this Agreement, the CCTA and the Members
Agreement to which it is a party will not require the Party to obtain any
consent, waiver, authorization, or approval of, or make any filing with or give

19
 notice to, any Person.

(c) The execution, delivery and performance of this Agreement the CCTA and the
Members Agreement to which it is a party has been properly authorized by all
necessary corporate action of the relevant Party.

(d) When duly executed, this Agreement the CCTA and the Members Agreement
shall constitute a legal, valid, and binding obligation of the Party enforceable
in accordance with its terms by appropriate legal remedy.

(e) The execution, delivery, and performance by the Party of this Agreement the
CCTA and the Members Agreement and performance by the Party of the
Capital Transfer Transaction do not, and shall not (with or without the lapse of
time, the provision of notice, or both), contravene, conflict with, or result in a
breach of or default under (i) any term or provision of any undertaking or
agreement, (ii) any writ, order, or injunction, judgment, law, rule, or
regulation, or (iii) article of incorporation or other internal rules of the Party.

ARTICLE 10. COVENANTS

10.01 Covenants of the Opera VN

From the date of this Agreement and for so long as the Opera VN holds capital
contribution in the Company, the Opera VN shall procure and ensure that to complete or
comply with the covenants set forth below:

(a) The Company shall obtain all licenses, permits, authorizations and approvals
and complete all the procedures in the legal form and substance necessary or
advisable for this Agreement, the CCTA and the transactions contemplated
herein and therein;

(b) The Opera VN shall transfer the Purchased Capital Contribution to the
Investors subject to the terms and conditions of this Agreement and the
CCTA.

10.02 Covenants of the Investors

The Investors undertake that:

(a) The Investors shall itself or cause its Affiliates to arrange the available and
sufficient funds and prepare necessary documents for the Capital Transfer
Transaction subject to terms and conditions of this Agreement and the CCTA
and the transactions contemplated herein;

(b) The Investors shall acquire the Purchased Capital Contribution of the Opera
VN subject to the terms and conditions of this Agreement and the CCTA.

10.03 Covenants of Lantern China

20
Lantern China undertakes that:

(a) Lantern China shall procure Lantern Canada to have sufficient amount of
money to pay the relevant Purchase Price equivalent to USD 1,500,000 to
Opera VN.

(b) In any event that Lantern Canada fails to fulfill the payment obligations as
provided in this Agreement and CCTA, Lantern China shall perform such
payment obligations instead of Lantern Cananda.

ARTICLE 11. INDEMNIFICATION

Notwithstanding any provision to the contrary, each of the Investors (the

“Indemnifying Party”) hereby irrevocably and unconditionally agrees to indemnify and hold
the Opera VN and its respective directors, members of the inspection committee, officers,
employees, advisors and representatives (the “Indemnified Parties”) harmless, on demand,
from and against any and all Losses (including, without limitation, legal and other
professional fees and expenses), and other charges and expenses which may be suffered or
incurred by the Indemnified Parties as a result of any misrepresentation or breach of any
representations and warranties made by the Indemnifying Party in this Agreement or non-
fulfilment of or failure to perform any condition or covenant or obligation or agreement or
undertaking contained in this Agreement by the Indemnifying Party.

ARTICLE 12. TERMINATION

12.1 This Agreement shall may be terminated at any time prior to the Completion:

(a) by mutual agreement of all of the Parties;

(b) by the execution of the CCTA and Members Agreement and the Completion
of the Capital Transfer Agreement;

(c) by the Opera VN if any Conditions Precedents to be fulfilled by the Investors

fails to be satisfied or waived by the Opera VN by the Long Stop Date;

(d) by Opera VN by providing a written notice to the Investors if any of the

Investors is in breach of:

(i) any of their obligations in respect of the payment of the Purchase Price; or

(ii) any warranties, covenants, and other undertakings and other agreements of the
Investors set forth in this Agreement.

For the avoidance of doubt, the Opera VN reserves all rights and privileges, including
the right to claim indemnities against breaches that cause or lead to the termination
events above.

12.2 Subject to the provisions of this Article 12.2 and unless otherwise provided in the
CCTA, in the event of the termination of this Agreement in accordance with Article

21
 12.1, this Agreement shall forthwith have no effect, and none of the Parties, their
respective Affiliates and representatives of any of the foregoing shall have any
liability of any nature whatsoever under this Agreement, or in connection with the
transactions contemplated herein, except that the provisions in this Articles 1, 13, 14
and 15 shall survive any termination of this Agreement.

12.3 Notwithstanding any termination or any contrary provision contained in this

Agreement, none of the Parties shall be relieved or released from liability in the event
that the termination of this Agreement is caused by or due to their fraud, willful
misconduct or gross negligence.

ARTICLE 13. CONFIDENTIALITY

(a) No Party shall, without the prior written agreement of each of the other
Parties, disclose any Confidential Information except:

(i) to the extent necessary to comply with any laws or regulations binding on it, in
which case such Party shall give at least [seven (7)] days prior written notice
of such disclosure of Confidential Information;

(ii) to the extent necessary to comply with any requirements of the relevant
recognized exchange or other regulatory body, in which case such Party shall
give at least [seven (7)] days prior written notice of such disclosure of
Confidential Information;

(iii) in relation to a joint press announcement, the contents of which have

previously been agreed by the Parties; or

(iv) to the professional advisers and key employees of each of the Parties who
require to know such details.

(b) In the event that either Party becomes legally compelled under Laws to
disclose any Confidential Information in contravention of the provisions of this Article 13(a),
such disclosing Party shall provide the other Parties with prompt written notice of that fact so
that the Parties may agree on the contents of the statement or announcement. To the extent
the disclosing Party is required to disclose any particular Confidential Information, in such
event, the disclosing Party shall furnish only that portion of the information which is legally
required and shall exercise reasonable efforts to obtain reliable assurance that confidential
treatment will be accorded to the extent reasonably requested by the other Parties.

(c) This Article 13 shall remain in effect for a period of [two (2)] years from the
Exit Date.

ARTICLE 14. GOVERNING LAW

This Agreement is governed by and construed in accordance with Vietnamese laws.

ARTICLE 15. DISPUTE RESOLUTION

22
15.1 Negotiation and Discussion

Any dispute arising out of, or in connection with, this Agreement or its performance,
including the existence and validity of this Agreement, including the scope, meaning,
construction, interpretation or application hereof (each, a “Dispute”), shall to the extent
possible be settled amicably by negotiation and discussion between the Parties. A Party in a
Dispute shall issue a written notice to the other Party to initiate the negotiation and discussion
process.

15.2 Dispute Resolution

If amicable negotiation and discussion fail to settle a Dispute within forty five (45)
days from the date of the written notice referred to in Article 15.01, such Dispute shall be
referred to and finally resolved by the [Vietnam International Arbitration Centre (“VIAC”)]
[Drafting Note: Parties to discuss] in accordance with its rules of arbitration by three (3)
arbitrators to be appointed in accordance with such rules.  The physical venue of the
arbitration shall be in Ho Chi Minh City, Vietnam.  The language of the arbitration shall be
English.

ARTICLE 16. MISCELLANEOUS

16.1 Notice

(a) All notices, consents, requests, demands, and other communications

(collectively “Notices”) authorized or required to be given or made by a Party under this
Agreement shall be given or made in English and Vietnamese and in writing signed by the
Party and/or an authorized representative of that Party, delivered in person or mailed by
registered air mail or by international courier express service or sent by facsimile
transmission addressed as follows:

To LANTERN SKINCARE INSTITUTE INC.

Attention: [●]
Address: [●]
Facsimile: [●]

To [INSERT NAME OF LANTERN CHINA]

Attention: [●]
Address: [●]
Facsimile: [●]

To OPERA PRODUCTS LLC

Attention: [●]
Address: [●]
Facsimile: [●]

To OPERA CO., LTD

23
 Attention: [●]
Address: [●]
Facsimile: [●]

To Mr. DAO THIEN CONG

Attention: [●]
Address: [●]
Facsimile: [●]

(b) A notice shall be deemed to have been given or made: (i) upon hand-over to
the recipient and receipt of written acknowledgement in the case of delivery in person; (ii) on
the third (3rd) Business Day after the day of posting by registered air mail within Vietnam;
(iii) on the tenth (10th) Business Day after deposit with an international courier express
service if to an overseas address; or (iv) on the next Business Day after transmission in the
case of transmission by facsimile, provided that a transmission report is generated by the
sender’s facsimile machine recording a message from the recipient’s facsimile machine,
confirming that the Notice was sent to the recipient’s number indicated above and confirming
that all pages were successfully transmitted.

(c) A Party may change its address for the receipt of Notices at any time by giving
notice of the change to the other Party in accordance with the provisions of this Article 16.02.

16.2 Assignment

Neither Party can assign, charge, encumber or otherwise deal with any rights and
obligations under this Agreement, or attempt or purport to do so, without the prior written
consent of the other Party (such consent not to be unreasonably withheld or delayed).

16.3 Costs and Expenses

Except as specifically provided herein, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated herein shall be paid by the Party
incurring such costs and expenses. Each Party shall be responsible for their respective
obligations to pay for all stamp or other issuance or transfer taxes or duties and capital gains,
income, withholding or other taxes arising from the execution, delivery and performance of
this Agreement.

16.4 Entire Understanding

This Agreement contains the entire understanding of the Parties and unless otherwise
provided in this Agreement, supersedes all prior agreements and understandings between the
Parties relating to the subject matter of this Agreement

16.5 Independent Contractors

For the purpose of this Agreement, each Party shall be and shall act as independent
contractor and no Party is authorized to act as an agent, legal representative or partner of the
other Party for any purpose whatsoever. No Party by virtue of this Agreement shall have any
right, power or authority to act or create any obligation, express or implied, on behalf of or in
the name of the other Party.

24
16.6 Severability

If any provision of this Agreement or the application thereof to any Person or

circumstance is held invalid, the remaining provisions and the application thereof to other
Persons or circumstances shall not be affected thereby.

16.7 No Waiver

Failure or delay on the part of a Party to exercise a right, power or privilege under this
Agreement, or under any other contract or agreement relating to this Agreement, does not
operate as a waiver of that right, power or privilege; nor does any single or partial exercise of
any right, power or privilege preclude any other future exercise of that right, power or
privilege.

16.8 Amendment

No amendments to this Agreement shall be valid unless they are in writing and duly
executed by the Parties.

16.9 Language and Originals

This Agreement shall be made in [six (6)] originals in Chinese, [six (6)] originals in
English and [six (6)] originals in Vietnamese, in which each Party shall keep one original in
each language. The Chinese, English and Vietnamese versions shall have the same effect and
equal value. In case of discrepancy between the languages, the version in English shall
prevail. [Drafting Note: Parties to confirm]

16.10 Counterparts

This Agreement may be executed in one or more counterparts and in separate

counterparts, each of which when executed shall be deemed to be an original, but when taken
together shall constitute one and the same agreement.

[The remainder of this page is intentionally left blank.

Signature box to follow in the next page.]

25
 IN WITNESS WHEREOF, the Parties, acting through their duly authorised
representatives, have caused this Agreement to be signed in their respective names as of the
date first above written.

FOR AND ON BEHALF OF FOR AND ON BEHALF OF

LANTERN SKINCARE INSTITUTE INC. OPERA PRODUCTS LLC

By:______________________ By:_______________________
Name: [] Name:[]
Title: [] Title: []

FOR AND ON BEHALF OF [MR. DAO CONG THIEN]

OPERA CO., LTD

By:_______________________
By:______________________
Name: []

[Insert name of Lantern China]

By:______________________
Name: []
Title: []

26
 SCHEDULE 1
AUTHORITY OF THE BOARD OF MEMBERS
[Drafting Note: Parties to review and confirm]

1. Annual business plan and budget of the Company and any amendments thereto;

2. Any change in capital structure of the Company including, but not limited to, the
increase/decrease of the Charter Capital of the Company in the whatsoever form, the
timing and method of raising additional capital and the entry into any arrangement
that may result in the increase/decrease of the Charter Capital of the Company; any
distributions in whatsoever methods of the Company; any mergers, consolidation
and acquisitions, de-merger, re-organization or disposition of substantial assets
(including both acquisition and disposal) of the Company;

3. Issuance, repurchase, cancellation or redemption of any equity security or other

dilution of the interest of the capital contributing member of the Company;

4. Decisions on solutions for market development, marketing and technology transfer;

5. Any single transaction or a series of transactions by the Company to lend, sale,

mortgage, pledge, lease or transfer of a substantial portion of assets within 12
(twelve) months with a value of more than 50% (fifty percent) of total assets as
recorded in the latest financial statements of the Company; authorization or grant of
any interest;

6. Any material contract or transaction valued at USD[●] million or more per transaction
or series of transactions within one (1) month;

7. Material change in the scope, nature and/or activities of the business of the
Company, including any material change in the strategic direction and/or entry into
any new lines of business which may substantially affect the capital structure, assets
and expenditure of the Company;

8. Any participation of the Company in subscription for or acquisition of shares in any

third party, in any joint venture and/or any other partnership, or entering into any
cooperation agreement with any third party;

9. Any declarations, payment or approval of any dividends or other distributions by the

Company, whether in forms of shares or cash, whether interim or final and whether
in cash or in kind in any financial year;

10. Appointment or removal of the auditor of the Company;

11. Material changes in the accounting methods or policies of the Company and changes
in tax application or changes in the methods of tax accounting which may
substantially affect the business operations and results of the Company;

12. Related Party Transactions;

13. Decision on the salaries, bonuses, and other benefits for Chairman of Board of

27
 Members, General Director, Deputy General Director and Chief Financial Officer;

14. Decision on roles and responsibilities of General Director, Deputy General Director
and Chief Financial Officer;

15. Approval for annual financial statements, decision on plans for use and distribution
of profit (including the rate of annual dividend) or plans for loss settlement of the
Company;

16. Company’s organizational structure and managerial structure;

17. Establishment of subsidiaries, branches, and representative offices;

18. Amendments of and additions to the charter of the Company; and

19. Re-organization or dissolution of the Company.

28
 SCHEDULE 2
AUTHORITY OF THE BOARD OF DIRECTORS
[Drafting Note: Parties to review and confirm]

1. Implementating resolutions of the Board of Members which requires the Board of

Directors to approve and implement these resolutions; and 

2. Any material contract or transaction valued at USD[●] million or more per transaction or
series of transactions within one (1) month.

29
 SCHEDULE 3
AUTHORITY OF THE GENERAL DIRECTOR
[Drafting Note: Parties to review and confirm]

1. Implementating resolutions of the Board of Members which authorize the General

Director to do so; 

2. Deciding the issues related to the Company’s everyday business operations and
production processes, except for those within the authority of the Chairman of the
Board of Members;

3. Organizing the implementation of the Company’s business plans and investment

plans;

4. Promulgating the Company’s internal rules and regulations;

5. Designating or dismissing the Company’s managerial positions, except for those

within the authority of the Board of Members;

6. Entering into contracts on behalf of the Company when the Chairman of the Board of
Members is unable to do so and has not granted any power of attorney for any person
to do so;

7. Proposing organizational structure plan of the Company;

8. Submiting annual financial statements to the Board of Members;

9. Proposing plans for use of profits or loss settlement;

10. Hiring employees; and

11. Performing other rights and obligations as prescribed in the Charter or the Agreement
according to the resolution of the Board of Members.

30
 SCHEDULE 4
AUTHORITY OF THE DEPUTY GENERAL DIRECTOR
[Drafting Note: Parties to review and confirm]

1. Proposing market development plan;

2. Organize the implementation of the Company’s business plans, especially in product

sales; and

3. Representing the Company towards its customers and entering into contracts with
customers on behalf of the Company.

31