DATED THIS […]th DAY OF [….

BETWEEN

[…….]
(Company No. …….)

AND

[……………]
(Company No. ……])

AND

[……………………]
(Company No. …………)

*************************************************************

MEMORANDUM OF AGREEMENT FOR

RENEWABLE ENERGY DEVELOPMENT
*************************************************************
This Memorandum of Agreement For Renewable Energy Development is made on the made this
[…] day of [……] between:

PARTY A:
[…………………………….] (Company No. …………….), a company incorporated under
the laws of Malaysia and having a place of business at …………………, Malaysia (hereinafter
referred to as “PARTY A””) which expression shall where the context so requires include its
successors and permitted assigns ofthefirstpart;

and

PARTY B:
[…………………..](Company No. ………………..), a company incorporated in Malaysia
and having its registered address at …………………., Malaysia (hereinafter referred to as
“PARTY B”) of the second part which expression shall where the context so requires include
its successors and permitted assigns;

and

PARTY C:
[……………………..](Company No. ………..), a company incorporated in [……..] and
having its business address at [………………….] (hereinafter referred to as “PARTY C” of
the third and final part which expression shall where the context so requires include its
successors and permitted assigns.

The PARTY A, PARTY B and PARTY C shall hereinafter collectively be referred to as

"Parties" and individually as a “Party".

WHEREAS:-

1. Party A is a company engaged in the business of developing and implementing power

plants and power generation, energy efficiency and conservative initiatives and energy
management systems and is currently pursuing and promoting the end-to-end
development of renewal energy and green hydrogen business in Malaysia for domestic
and export market.

2. Party B is a Malaysian incorporated company to be partially owned by Party C for the

purpose of development of renewable energy for export to […….].

3. Party C is a comprehensive conglomerate that provides holistic solutions and full-chain

services in areas such as power and infrastructure in [….] and the world at large with
main business scope covers energy and power, water conservancy and water affairs,
railways and highways, ports and navigation channels, municipal engineering, urban rail,
eco-environment protection and housing construction, with a complete industrial chain
integrating planning and consulting, evaluation and review, survey and design,
construction and contracting and management, operating maintenance and investment
operation, technical services, equipment manufacturing and building materials.

4. Party A intends to develop, construct, build, own and operate an integrated sustainable
green electricity and green energy generation and production hub using kinetic energy
from water and energy storage of compressed air energy storage systems (“Renewable
 Energy Plant”) for domestic markets such as power sectors, industrial sectors, special
economic regions, and export market ("RE Hub").

5. Party A has completed a review and initial front-end engineering and design (FEED) of
the RE Hub opportunity. Party A has also identified and established synergical
relationship with the renewable energy off-takers for domestic markets; and has also
identified the renewable energy off-takers for [……].

6. Party A is desirous of inviting Party B and Party C to participate in the development of

RE Hub with the manner set out in this Memorandum of Agreement for Renewable
Energy Development (MOA) (“Business Collaboration”).

7. The Parties mutually agree to create a working synergy and cooperate jointly whereby
the Parties will support each other for the Business Collaboration.

8. The Parties mutually agree to create a working synergy and to cooperate jointly whereby
the Parties will support each other for the Business Collaboration and now here forth
agree that as a first step in discussing and understanding wish to record their basic
understanding, the principles and terms by establishing this MOA in accordance with
the terms and conditions as stipulated hereunder. The Parties shall enter into further
discussions for a Definitive Agreement in connection with the Business Collaboration.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 In the interpretation of this MOA and the Appendices (if applicable), unless there is
something in the subject or context inconsistent therewith:

1.1.1 Words importing the singular shall be deemed to include the plural and vice
versa.

1.1.2 Words importing any gender shall be deemed to include all other genders.

1.1.3 Words importing persons shall be deemed to include all bodies and associations,
corporate or unincorporated, and vice versa.

1.1.4 Any reference to a statute or statutory provision shall be deemed to include any
statutory provision which amends, extends, consolidates or replaces the same or
which has been amended, extended, consolidated or replaced by the same and
any orders, regulations, instruments or other subordinate legislation made there
under.

1.1.5 Headings are included for convenience only and shall not affect the
interpretation of this MOA or any Appendices.

1.1.6 All references to Sections, Recitals and Appendices are to sections of and
recitals and appendices to this MOA.

1.1.7 All reference to dates and times are to Malaysian dates and times.
 1.1.8 The passage of time shall be construed in accordance with the Gregorian
calendar.

2. OBJECTIVES

2.1 The objective of this MOA is to record the underlying key terms of Party A and Party
C’s participation in the RE Hub to enable the Parties to discuss, negotiate and agree on
the terms of the Business Collaboration including but not limited to basic terms as stated
in the Clause 3 herein-under and to thereafter, execute the Definitive Agreement and any
other instrument incidental thereto, subject to all respective approvals of the Parties,
within the period set out herein to affect the Business Collaboration.

2.2 This MOA expresses the Parties’ mutual intention to enter into detailed good faith
discussions moving forward in respect of the Business Collaboration; records the Parties'
initial intent and shall form the basis on which the Parties shall discuss and exchange
certain information concerning the Business Collaboration until Definitive
Agreement(s).

2.3 Upon the execution of this MOA, the Parties shall diligently and in good faith comply
with terms and conditions as set forth herein and shall shall negotiate in good faith and
shall use their reasonable endeavors to agree on the detailed terms for the Business
Collaboration. In any event and for clarity, this MOA does not obligate each Party to
enter into the Definitive Agreement or any further agreement or to proceed with or
participate in any transaction with the other Party unless mutually agreed otherwise.

3. THE BUSINESS COLLABORATION

3.1 JV and/or Collaboration

(i) The participation of Party B and/or Party C in RE Hub will be via taking an equity
position in Party A, directly and/or indirectly, leading to the formation of a JV or
collaboration with the existing shareholders of Party A.
(ii) The total investment in the RE Hub is targeted to be not less than US$[….] million
(at exchange rate of MYR4.6 to US$1.00) in combination of debt through project
financing and equity invested by Party C (“Total Investment”).
(iii) For the purpose of clarity, it is at the discretion of Party C as to the manner and
structuring of the funding to be provided, but Party C shall be fully responsible to
fund this Total Investment in the RE Hub with no recourse and/or participation
from the existing shareholders and directors of Party A, who will enjoy a free carry
in the RE Hub as described in Clause 3.2. It is expected that the debt for the RE
Hub will be raised through project financing.

3.2 Party B and/or Party C’s ownership stake.

(i) Party B and/or Party C shall take a direct equity stake of 51% in the RE Hub (“Main
Direct Ownership Stake”).
(ii) The structure of the Main Direct Ownership Stake shall be subject to further
discussions, but it is nevertheless understood that the Main Direct Ownership Stake
will be a direct 51% stake in the RE Hub.
 (iii) Current shareholders of Party A (the “Existing Shareholders”) shall retain an equity
stake of 49% in the RE Hub, and will retain this stake as a free carry subject to the
following dilution conditions:

(a) The Total Investment in the RE Hub is forecasted to be not less than US1,400
million and shall be undertaken by Party A and/or Party C (“Investment”)
within a period of five (5) years from the date of executing the Definitive
Agreements provided the satisfaction of the condition that the RE Hub
projects reach Final Investment Decision (“FID”) as approved by the Party
A’s Board (“Investment Period”);
(b) No dilution for the Existing Shareholders until the RE Hub receives up to
US$[….] million of Total Investment within the Investment Period
(“Investment Tranche 1”);
(c) Partial dilution will accrue to the Existing Shareholders between US$[…..]
million up to US$[….] million of total Investment (“Investment Tranche 2”)
in the RE Hub project within the Investment Period; specifically, the Existing
Shareholders will invest 49% of the actual share of equity required in this
investment range failing which, shares of the Existing Shareholders will be
diluted proportionately (however, of this 49% share, 50% will be provided
by Party b and/or Party C as part of the extended free carry in this range),
and;
(d) Equal dilution of the Existing Shareholders is triggered at or above US$[….]
million of total investment (“Investment Tranche 3”) within the Investment
Period. The Existing Shareholders will invest 49% of the actual share equity
required in this investment range, failing which, shares of the Existing
Shareholders will be diluted proportionately.

(iv) For clarity, the conditions set out in Clause 3.2(iii)(b), Clause 3.2(iii)(c) and Clause
3.2(iii)(d) above are for the purpose of maintaining 49% equity of the Existing
Shareholders in the RE Hub. In the event the Investment Tranche 1, Investment
Tranche 2 and Investment Tranche 3 are not realized within the Investment Period
wherein the project is ready and approved for FID, and Party B and/or Party C is
not able to invest the required equity within 6 months of reaching FID, the Main
Direct Ownership Stake and Indirect Ownership Stake in the RE Hub shall be
reviewed, including, but not limited to, the potential for dilution of the Main Direct
Ownership Stake and Indirect Ownership Stake based on the proportion of failure
to invest.

(v) The combination of the Main Direct Ownership Stake and Indirect Ownership
Stake in the RE Hub are referred to as “Full Equity” of Party B and/or Party C in
Party A where the economic benefits to be formulated to commensurate the risks
of Party B and/or Party C’d investment.

3.3 Conditions Precedent

(i) Party B and/or Party A’s receipt of the Main Direct Ownership Stake shall be
subject to the following conditions precedent (“CP’s”):

(a) Approval of Party B and/or Party C’s Board of Directors;

(b) Execution of Definitive Agreements, including, but not limited to the
Shareholders’ Agreement, the Share Subscription Agreement and all other
agreements necessary to give effect to Party B and/or Party C’s Full Equity in
Party A (“Definitive Agreements”);
 (c) Completion of legal, compliance and technical due diligence by Party B and/or
Party C, including the execution of required certifications and affidavits required
under Party B and/or Party C’s compliance policy and
(d) Such other conditions as Party B and/or Party C may reasonably require following
the completion of due diligence on Party A and RE Hub.

3.4 Technical Advisor

(i) At its own cost, Party A and/or Party C shall serve as the technical adviser to the
RE Hub and shall provide resources and conduct pre-development engineering to
ensure an international standard conceptual design and competitive budget
estimate for the RE Hub with the primary goal of reducing the cost of the RE Hub
development.
(ii) As technical adviser, Party A and/or Party C shall deploy resources to the RE Hub
in support of the development process for the RE Hub until the project achieves
FID. This support includes, but is not limited to, providing to the RE Hub an
engineering and technical team and various personnel as required to implement
health, safety and environmental practices in line with international standards.

3.5 Commercial Advisor

(i) At its own cost, Party A and/or Party C shall support Party A in all commercial
contracting and structuring as well as in taking the lead in negotiations required
across the RE Hub value chain, ranging, for example, from RE generation,
transmission, distribution to end-user RE take-or-pay agreements or power
purchase agreements.

3.6 Engineering Procurement Construction Installation and Commissioning (EPCIC)

(i) Save and except for the specialised RE Hub power generation systems and
solutions, Party B and/or Party C will also act as the main contractors to offer
engineering, procurement, construction, installation and commissioning
(“EPCIC”) services for the balance of plants for the RE Hub.
(ii) As the EPCIC main contractors, Party B and/or Party C will perform the EPCIC
work and services to the RE Hub on an open-book, cost-plus percentage of such
percentage to be mutually agreed percentage. The budget for the EPCIC work
will be agreed upon with the RE Hub. A cost cap for the EPCIC work will be
mutually agreed by the EPCIC main contractors and the RE Hub.
(iii) As the EPCIC main contractors, Party B and/or Party C will use reasonable efforts
to outsource at least 30% of the works to a qualified Malaysian contractors /
service providers subject to the negotiated terms of engagement ("Malaysian
Content"). For the purpose of clarity, the Malaysian Content is to provide an
opportunity for Malaysian local company(ies) to participate in the EPCIC as
expected by the Malaysian government.
(iv) to engage qualified Malaysian contractors and service providers where possible
(“Malaysian Content”). For the purpose of clarity, Malaysian Content is to
provide an opportunity for one or more Malaysian local companies to participate
in the EPCIC work as required by the Malaysian Government.
(v) The EPCIC work will be subject to review by a designated management
committee or other personnel of the RE Hub. The RE Hub may elect to cancel
theses services if it finds that Party B and/or Party C has not rendered the same to
a standard to be expected of an international-standard EPCIC Contractor with
 experience performing RE generation development projects. Terms will be
governed by a formal EPCIC agreement to be drafted in due course.

3.7 Operations and Maintenance (O&M)

(i) The Parties may enter into an Operations & Maintenance (“O&M”) contract for
the provision of various services upon commissioning of RE Hub and various
downstream businesses, in collaboration with the RE Hub’s requirements. The
O&M contract will endeavor to support the O&M contract with Malaysian
content.
(ii) Notwithstanding the above, the existing employees and workforce of Party A and
future workforce that will be recruited by Party A for the RE Hub must always be
retained and be allowed to continue their roles in the RE Hub consistent with the
agreed business plan.

3.8 Financing Partner

(i) Party B and/or Party C will also work collaboratively with Party A to raise debt
and equity financing for the RE Hub on the best terms available to the RE Hub.
(ii) Party B and/or Party C shall be liable to the Existing Shareholders and directors
of Party A with respect to the debt raised for the Investment Tranche 1, including
meeting all the lenders’ requirements, terms and conditions. The Existing
Shareholders are liable for the debt raised in the ratio of its shareholdings only
when the total investment in the RE Hub projects reaches Investment Tranche 2
and Investment Tranche 3.

3.9 Developmnt Cost and FID

(i) All engineering costs incurred by Parties for the FEED work, detailed engineering
and all third-party costs related to the RE Hub development shall be covered
through the RE Hub project. This includes, but is not limited to:
(a) All site-specific studies for the development of the RE Hub;
(b) Market studies for the downstream business and
(c) Pre-development cost for RE Hub.

(ii) Following FID for the RE Hub, the RE Hub’s EPCIC cost will be fully funded by
Party B and/or Party C (and financing partners, such as project finance providers)
as part of Investment Tranche 1.

3.10 Shareholders’ Rights

(i) Party B and/or Party C shall have the right to nominate its representatives to the
RE Hub’s governing body on a pro-rata basis equivalent to their ownership stakes
and participation in the RE Hub.
(ii) In exercising their respective obligations herein this Business Collaboration, the
Parties hereto shall have regard for the provisions of the Companies Act, 1965.

3.11 Minority Protection Rights

(i) Party B and/or Party C and the Existing Shareholders of Party A shall also be
entitled to all customary minority protection rights (including customary reserved
matters, preemptive rights, and tag-along rights) for their ownership stake in the
 RE Hub. Both Parties shall be entitled to anti-dilution rights and provisions to
maintain its investment and stake in the RE Hub provided both Parties comply
with their respective undertakings.

3.12 Compliance and representations

(i) Each Party represents and warrants to the other that it, its employees, agents,
officers, and affiliates, have not made, offered, paid, promised, given or
authorized, and will not make, offer, pay, promise, give or authorize, the payment
or gift of money or anything of value, including any bribe, kickback, facilitation
payment, or other improper or illegal payment, directly or indirectly, to any Public
Official with the corrupt intent of: (a) influencing any act or decision of the Public
Official in his or her official capacity; (b) inducing the Public Official to do or
omit to do an act in violation of a lawful duty; (c) inducing the Public Official to
influence the act or decision of a government entity or government
instrumentality; or (d) in order to obtain or retain business or secure any improper
business advantage for itself or any other entity or individual. For the purposes
of this Section, “Public Official” shall mean: (a) any official, officer, employee
or representative of (i) any federal, state, provincial, territory, county or municipal
government or any department or agency thereof, (ii) any public international
organization or any department or agency thereof, or (c) any company or other
entity owned or controlled by any government; (b) any political party or party
official; and (c) any candidate for political office. “Facilitation Payment” shall
mean any payment to a Public Official the purpose of which is to expedite or to
secure performance of a routine governmental action by a Public Official.

(ii) Party A shall ensure that no part of any payment, compensation, reimbursement
or fee paid by Party B and/or Party C pursuant to the investment in the RE Hub
will not be used directly or indirectly as a corrupt payment, gratuity, emolument,
bribe, kickback or other improper benefit to a Public Official.

3.13 Compliance and covenants

(i) Upon completion of Party B and/or Party C’s investment in the RE Hub, the
Parties shall or shall cause their relevant representatives to sign undertakings
certifying basis compliance with the representations above, and undertaking to
keep these representations true throughout the term of the Business Collaboration.

(ii) As long as Party B and/or Party C is a shareholder of RE Hub and or Party A,

Party A shall also cause any future shareholders of RE Hub and/or Party A to sign
accession undertakings with this covenant.

3.14 Others
(i) Other terms and conditions shall be addressed in the Definitive Agreements.

4. DURATION

4.1 This MOA shall become effective on the date of this MOA and shall continue in effect
for a period of six (6) months or until the following event first to occur:-
 4.1.1 the Definitive Agreement expressed to replace this MOA is executed between
the Parties; or
4.1.2 until such further extended period as may be mutually agreed in writing between
the Parties has expired; or
4.1.3 until this MOA is earlier terminated as provided in this MOA.

5. NATURE OF THIS MOA

5.1 This MOA only constitutes an expression of the mutual intent of the Parties in connection
with the establishment of the Business Collaboration. In any event and for clarity, no
Party may claim any indemnity whatsoever from the other Party should the Parties fail
to identify and/or implement the Business Collaboration and/or sign any agreement.

6. CONFIDENTIALITY

6.1 Each Party shall at all times during the continuance of this MOA keep the contents of
this MOA and all Confidential Information which means and includes: (a) information
concerning the business and operations of the other Party (including any business,
commercial, technical, marketing, financial or other information, whether in electronic,
or written form) provided by the other Party; and (b) notes, analyses, compilations,
studies or other documents prepared by other Party that contain, reflect, are based upon
or are otherwise related to such information, confidential and not disclose such
information to any other person except for the performance of the obligations stated in
this MOA.

6.2 The Parties shall discuss and agree before disclosing any information or public
announcement in regard to their discussion, the existence of any agreement between or
involving them, their plans and all similar matters. No press release shall be issued by
either Party in regard to the matters addressed herein which has not also been approved
by the other Party. Each Party shall use its best efforts to provide immediate feedback
and approval/request for change for any disclosure or press release which is proposed for
issuance.

6.3 The content of this MOA is confidential and must not be disclosed by either Party to any
third parties without the prior written agreement of the other Party and any news release,
public announcements, advertisement or publicity proposed to be released by either Party
concerning this MOA or its purpose shall be subject to the mutual written agreement of
the Parties before release unless disclosure is required to be made under any applicable
laws and regulations, or by any court of competent jurisdiction or authority.

6.4 It is further understood that no rights or licenses to any of the Party’s Confidential
Information are conveyed under this MOA.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 All existing Intellectual Property Rights of any Party, including any development,
adaptation, modification or derivative rights shall belong and remain with such Party.
Nothing in this MOA shall transfer or assign such Intellectual Property Rights of a Party
to the other Party.
7.2 Nothing in this MOA is intended to grant any Intellectual Property Rights to the other
Party.

7.3 This Clause 7 shall survive and remain binding on the Parties from the expiration or
termination of this MOA for any reason whatsoever.

8. EXCLUSIVITY

8.1 For the duration of this MOA and the Definitive Agreements (“Exclusivity Period”),
neither of the Parties nor any of their affiliates may directly or indirectly, without the
consent of the other Party, solicit, participate in, invest, or otherwise enter into an
agreement with any other third party for the RE Hub.

8.2 Without prejudice to the rights and remedies otherwise available to either Party, each
Party shall be entitled to equitable relief by way of injunction if the other Party breaches
or threatens to breach this provision.

8.3 The Parties agree to have budget to be developed during the Exclusivity Period for the
RE Hub as a platform to be used by Party B and/or Party C to remit the interim financial
requirements by the RE Hub development where such disbursements shall be part of of
the overall Investment by Party B and/or Party C in the RE Hub.

9. APPLICABLE LAW

9.1 This MOA shall be governed by, construed and enforced in accordance with the laws of
Malaysia.

9.2 In the event any dispute between the Parties arising out of or relating to this MOA, if the
dispute has not been resolved by amicable consultations, the dispute shall be referred to
and finally resolved by arbitration administered by the Asian International Arbitration
Centre (“AIAC”) in accordance with the Arbitration Rules of the AIAC for the time
being in force, which rules are deemed to be incorporated by reference in this clause. The
seat of the arbitration shall be Kuala Lumpur, Malaysia. The Tribunal shall consist of one
(1) arbitrator to be appointed by the President for the time being of the AIAC. The
language of the arbitration shall be English. An arbitral award shall be final and binding
upon the party concerned.

10. VALIDITY

10.1 Each Party warrants it has full power and authority to enter into and bind itself by this
MOA and to exercise its rights and perform its obligations hereunder and that all
appropriate and necessary action has been taken to authorize the execution and delivery
of this MOA and the exercise by each Party of its rights and performance of its
obligations hereunder and the execution and delivery of this MOA does not exceed the
power and authority of the persons so authorized.

10.2 In the absence of the Definitive Agreements, including, but not limited to the
Shareholders' Agreement, the Share Subscription Agreement and all other agreements
 necessary to give effect to Party B and/or Party C’s ownership stake in the RE Hub and/or
Party A for the purpose of the Business Collaboration, this MOA is valid and enforceable
under the Governing Law and resolved in accordance with the Arbitration provisions
agreed above.

11. COST

11.1 Each Party shall bear its own costs and expenses related to its own efforts and obligations
under this MOA, incurred by its own personnel and other representatives during the term
of this MOA for its implementation and shall not claim the reimbursement of such costs
and expenses against the other Party except where such reimbursement is provided for in
any future joint venture agreement between the parties.

12. ASSIGNMENT

12.1 None of the Parties shall be entitled to assign any of the rights or obligations arising under
this MOA without the prior consent in writing of the other Party, which consent shall not
be unreasonably withheld. Any purported assignment in any form whatsoever shall be
deemed to be null and void.

13. AMENDMENT

13.1 No amendment or other variation of this MOA shall be binding unless the same is duly
affected by an instrument in writing signed by the Parties and expressed to be for the
purpose of such amendments. Such amendment or other variation will come into effect
on such date as may be determined by the Parties. Any amendment or other variation
shall not prejudice the rights and obligations arising from or based on this MOA before
or up to the date of such amendment or other variation.

14. NOTICES

14.1 Any notice, approval, consent, request or other communication required to be given or
made under this MOA shall be in writing and delivered as follows:

14.1.1 if sent by hand or courier, at the time of delivery, as evidenced by an

acknowledgment of receipt of such communication by the addressee;

14.1.2 if sent by prepaid registered post, on the third (3rd) day after the letter containing
such notice or other communication was posted, as evidenced by a registration
receipt issued by the relevant postal company; or

14.1.3 if sent by facsimile, on the day of transmission to the relevant facsimile number,
as confirmed by the transmission report generated by the facsimile machine
from which such notice or other communication was sent or

14.1.4 if sent by an electronic mail, when the email is delivered to the addressee’s email
address (unless the sender receives a delivery failure notification indicating that
the email has not been delivered to the addressee).
14.2 A notice given by a Party to another Party under this MOA must be in writing and
delivered to such Party’s address specified below, or at such other address as such Party
may have informed the other Party in writing.

Party A:
Address :
Attention :
Designation :
Telephone No. :
Facsimile No. :
Email :

Party B:
Address :
Attention :
Designation :
Contact Nos. :
Email :

Party C:
Address :
Attention :
Contact Nos. :
Email :

14.3 Such details may be changed by giving a notice in writing to the other Party.

15. TERMINATION

15.1 This MOA shall terminate on the following event first to occur:

15.1.1 Upon occurrence of Clause 2, 3 and 4; or

15.1.2 Upon the Parties mutually agree in writing to the termination of this MOA by
giving one (1) month’s notice of termination in writing to the other Party.

15.2 Following termination of this MOA, each Party shall be discharged from any obligations
under this MOA.

16. ENTIRE AGREEMENT

16.1 This MOA constitutes the whole agreement between the Parties and supersedes all
previous agreements between the Parties relating to the subject matter.

17. SEVERABILITY

17.1 If any provisions of this MOA are determined by a competent authority to be invalid,
void or unenforceable, such shall not affect the validity or enforceability of the remaining
provisions of this MOA. The Parties agree to replace the invalid, void or unenforceable
 provision with a valid and enforceable provision which comes as close as possible to the
original provision as regards its intent.

18. WAIVER

18.1 No failure or delay by either Party in exercising any right hereunder or any partial
exercise thereof shall operate as a waiver thereof or preclude any other or further exercise
of any right hereunder. The invalidity or unenforceability of any provision of this MOA
shall not affect the validity or enforceability of any other provisions of this MOA, which
shall remain in full force and effect.

19. COUNTERPARTS

19.1 This MOA may be executed in one or more counterparts. Each counterpart shall
constitute an original of this MOA when executed and delivered, but all the counterparts
shall together constitute but one and the same instrument. This MOA may be delivered
by facsimile or other electronic means, and signatures by facsimile or email scanned
delivery shall create valid and binding obligations of the Party executing with the same
force and effect as if such signature was an original thereof.

20. SUCCESSORS-IN-TITLE AND ASSIGNS

21.1 This MOA shall bind the respective successors in title and assigns, third parties, agents,
representatives, contractors and vendors of and/or appointed by the Parties in connection
and/or cause to be in connection to the Business Collaboration.

(END OF CLAUSES)
EXECUTION

WHEREOF, the Parties hereto agree to all the terms and conditions of this Agreements and
in acknowledgment thereof have set their hands on the date first written above.

SIGNATURES

Party A
Company Name :

______________________________________
Represented by :
Designation :

_______________________________________
Witness Name :
Designation :

Party B
Company Name :

________________________________________
Represented by :
Designation

________________________________________
Witness Name :
Designation :

Party C
Company Name :

________________________________________
Represented by :
Designation :

________________________________________
Witness Name :
Designation :