Common use of DIRECTORS AND MANAGEMENT Clause in Contracts

DIRECTORS AND MANAGEMENT. 5.1 The Board has responsibility for the supervision and management of the JVC and its Business, subject to clause 4. 5.2 There shall be a minimum number of Five directors on the Board made up of Three SJV Holding Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its election. The size of the Board may be increased from time-to-time, provided that SJV Holding will be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of the Board. 5.3 The post of chairman of the Board shall be held by an SJV Holding Director. The chairman shall have a casting vote. If the chairman for the time being is unable to attend any meeting of the Board, SJV Holding shall be entitled to appoint another SJV Holding Director to act as chairman at the meeting. 5.4 If OJV Holding elects not to appoint any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shall have the right to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a director. The appointment or removal takes effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. 5.6 The party removing a director shall indemnify and keep indemnified the JVC against any claim connected with the director's removal from office. 5.7 The parties intend there to be a meeting of the Board at least Four times each year to be held at the principal offices of JVC or at such other location as may be designated by the chairman. 5.8 The chairman may, and at the request of two or more directors, the secretary shall, call a meeting of the Board. 5.9 The parties shall ensure that at least seven Business Days' notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 5.10 A shorter period of notice of a meeting of the Board may be given if at least one SJV Holding Director and one OJV Holding Director agree in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum at any meeting of the Board (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Director (or his alternate) and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors shall be adjourned to another time or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.

DIRECTORS AND MANAGEMENT. 5.1 The Board has responsibility for 10.1 From the supervision and management of Completion Date until such date as the JVC and its BusinessShareholders will determine, subject to clause 4. 5.2 There shall be a minimum number of Five directors on the Board made up of Three SJV Holding Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its election. The size of the Board may be increased from time-to-time, provided that SJV Holding will be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of the Board. 5.3 The post of chairman of the Board shall be held by an SJV Holding Directorconsist of 5 (five) Directors. The chairman shall have a casting vote. If Subject to the chairman for foregoing and the time being is unable to attend any meeting rights of IDC, KBH and CCGR under this Agreement, the Board, SJV Holding number of Non-Executive Directors and Executive Directors shall be entitled determined from time to appoint another SJV Holding Director to act as chairman at time by the meetingShareholders. 5.4 If OJV Holding elects not 10.2 From the Completion Date until such time as IDC ceases to appoint any OJV Holding Directorsbe a Shareholder, for so long as OJV Holding holds 10% of the Shares in issue, it IDC shall have the right to appoint 1 (one) IDC Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a representative to attend Shareholder, as an observer at each and any meeting of soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and at each and any meeting 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of any committee of the Boardthis clause 10.2. 5.5 A party may appoint 10.3 Any appointment or removal of a director, and remove Director appointed by a director whom it appointed, Shareholder shall be effected by giving notice in writing to the JVC Company signed by or on behalf of the Shareholder in question and shall take effect, subject to any contrary intention expressed in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the other partyCompany, and to the director being removed, provided that (in the case of removal a claim made by a Director in respect of a director. The appointment or removal takes effect on such removal) the date on which Shareholder so removing such Director shall indemnify the notice is received by the JVC or, if a later date is given Company in the notice, on that daterespect of any liability arising in respect of such removal. Each party will Shareholder shall consult with the other Shareholders prior to any appointment or removal of a directorDirector. 5.6 10.4 The party removing quorum for the transaction of business at any meeting of the Board (other than an adjourned meeting) shall be at least the IDC Director (for so long as the IDC is a director shall indemnify Shareholder), 1 (one) KBH Director and keep indemnified at least 1 (one) CCGR Director present at the JVC against any claim connected with time when the director's removal relevant business is transacted. If such a quorum is not present within 30 (thirty) minutes from office. 5.7 The parties intend there the time appointed for the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board at least Four times by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each year to be held other, and any such participation in a meeting shall constitute presence in person at the principal offices of JVC or at such other location as may be designated by the chairmanmeeting. 5.8 The chairman may, and at 10.5 At least 7 (seven) days' written notice shall be given to each of the request members of two or more directors, the secretary shall, call a Board of any meeting of the Board. 5.9 The parties shall ensure , provided always that a shorter period of notice may be given with the written approval of at least seven Business Days' the IDC Director, 1 (one) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) shall contain, inter alia, an agenda specifying identifying in reasonable detail the matters to be raised discussed at the meeting or the committee meeting; and (b) and shall be accompanied by copies of any relevant papers to be discussed at the meeting or meeting. Any matter which is to be submitted to the committee meetingBoard for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 5.10 A shorter period of notice of a meeting of 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may be given if at least one SJV Holding nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and one OJV Holding Director agree to vote in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present his place at the meeting agree in writing. 5.12 The quorum meeting. If KBH or CCGR is not represented at any meeting of the Board by all the Directors appointed by it (whether present in person or by alternate so nominated by it to the Board), then 1 (one) of the Directors so present appointed by it shall be entitled at that meeting to such additional vote or votes as shall result in the Directors so present representing it having, subject to clause 10.4, in aggregate such number of votes as will be equal to the number of votes such Directors would have had, had such absent Directors been present. The IDC Director, if absent from any meeting, may nominate any person (including adjourned meetingsanother Director) is a majority of to act as his alternate and to vote in his place at the directors, including at least one Eligible SJV Holding Director (or his alternate) and one Eligible OJV Holding Director (or his alternate)meeting. 5.13 No business shall 10.7 Any decision required or permitted to be conducted taken at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors shall be adjourned to another time , or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business any committee thereof, may be conducted at taken without a meeting after such a request has been made. No more than one such adjournment may be made if all Directors consent thereto in respect of a meetingwriting.

DIRECTORS AND MANAGEMENT. 5.1 Subject to any resolution duly passed by the Shareholders from time to time, the board of directors of JVC shall be comprised of five directors, with three directors nominated by First Honest (First Honest Directors) and two directors nominated by RSH (RSH Directors). 5.2 The Board board of directors of JVC has responsibility for the supervision and management of the JVC and its Business, business but shall (subject to clause 4. 5.2 There shall 5.19) be required to obtain a minimum number of Five directors on the Board made up of Three SJV Holding Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its election. The size Supermajority before taking any decision in relation to any of the Board may be increased from time-to-time, provided that SJV Holding will be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of the BoardReserved Matters. 5.3 The post of chairman of the Board board of directors of JVC shall be held by an SJV Holding Directora RSH Director and each of First Honest and RSH agrees to cause each director appointed by such party to vote in favor of the RSH Director proposed by RSH to be chairman of the board of directors. The chairman shall not have a casting votevote at any meeting of the board of directors of JVC. If the chairman for the time being is unable to attend any meeting of the Boardboard of directors, SJV Holding RSH shall be entitled to promptly appoint another SJV Holding Director director appointed by it to act as chairman at the such meeting. 5.4 If OJV Holding elects not Subject to appoint any OJV Holding Directorsclause 5.1, for so long as OJV Holding holds 10% each of the Shares in issue, First Honest and RSH may nominate a director to fill a vacancy it shall have the right is entitled to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party may appoint a directorfill, and remove a director whom it appointednominated, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a director. The Any such appointment or removal takes shall take effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date. Each party of First Honest and RSH will consult with the other prior to any appointment or removal of a director; provided, however, that no party shall have any consent or other right with respect to the appointment or removal of such other party’s director nominees so long as (in relation to any appointment) such nominees are eligible to be a director under applicable laws and regulations, and (in relation to any removal) except for the indemnity provided in clause 5.5. Each of First Honest and RSH shall vote its Shares at any meeting called for the purpose of filling positions on the board of directors or in any written consent executed for such purpose, and take all other necessary actions to cause the election to or removal from the board of directors of the First Honest Directors and the RSH Directors. 5.6 5.5 The party removing a director or officer appointed by it shall indemnify and keep indemnified the JVC against any reasonable claim connected with the such director's or officer’s removal from office. For the avoidance of doubt, this clause 5.5 shall not apply to any removal of an officer approved by a Board Supermajority. 5.7 5.6 The parties intend there to be a meeting of the Board board of directors of JVC at least Four times each year once every quarter to be held at the principal offices of JVC in Hong Kong or at such other location place(s) as the parties may be designated agree; provided, however, that any director may participate in any such meeting in person or by telephone conference so long as the chairmandirectors can listen to and talk to each other. 5.8 The chairman 5.7 Any director may, and at the request of two or more directors, a director the secretary shall, call a meeting of the Boardboard of directors of JVC. 5.9 5.8 The parties shall ensure that subject to clause 5.9, at least seven Business Daysdays' notice of a meeting of the Board board of directors of JVC is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 5.10 5.9 A shorter period of notice of a meeting of the Board board of directors of JVC may be given if at least one SJV Holding Director director nominated by each of First Honest and one OJV Holding Director agree RSH agrees in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum at any meeting of the Board (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Director (or his alternate) and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors shall be adjourned to another time or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.

DIRECTORS AND MANAGEMENT. 5.1 (1) CRJ has a Board of Directors consisting of ten directors. The parties hereto agree that they will cast their votes as shareholders of CRJ in such manner that the Board has responsibility for the supervision of Directors shall consist of an equal number of persons designated by AJI and management of the JVC and its Business, subject to clause 4CRBL. 5.2 There (2) No remuneration shall be paid to directors of CRJ except those who devote all their activities to the benefit of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties. (3) The parties hereto agree that they will cause their representatives on the Board of Directors of CRJ to appoint a President who shall be designated by AJI and accepted by CRBL. The President shall be a minimum number Registered Representative Director. (4) The parties hereto agree that, at the request of Five directors CRBL, they will cause their representatives on the Board made up of Three SJV Holding Directors appointed of CRJ to appoint a Senior Managing Director who shall be designated by SJV Holding CRBL and Two OJV Holding Directors appointed accepted by OJV HoldingAJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, at however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its election. The size offices in the United States to attend meetings of the Board may be increased from time-to-timeof Directors in Japan, provided including without limitation travel, meals and lodging expenses. (5) The parties hereto agree that SJV Holding they will be entitled to nominate one additional director for each new SJV Holding Director appointed so vote their shares of CRJ in such manner that at all times SJV Holding Directors will constitute during the effective period of this Agreement there shall be two statutory auditors (Kansayaku) of CRJ; one to be a majority of person designated by AJI and the Boardother to be a person designated by CRBL. 5.3 (6) The post parties hereto agree that Xxxxxx Xxxxxxxx & Co. and Tetsuzo Ota Co. shall be the independent public accountants of chairman CRJ and together shall examine and audit its accounting books and records annually at the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate Xxxxxx Xxxxxxxx & Co., or such other independent auditor as it may from time to time designate, to audit the books and records of CRJ or perform such lesser procedure as may be required for the period ending October 31 each year in order to provide the information necessary or appropriate for the independent accountants of CRBL to express an opinion on the financial statements of CRBL, and at such time CRJ shall cooperate fully with such auditors of CRBL. (7) Minutes of all meetings of shareholders and of all meetings of the Board of Directors shall be held by an SJV Holding Directorkept in both Japanese and English. The chairman shall have a casting vote. If the chairman for the time being is unable to attend At any meeting of shareholders or of the BoardBoard of Directors at which a non-Japanese speaking person is expected to be present, SJV Holding shall be entitled to appoint another SJV Holding Director to act as chairman CRJ shall, at the meetingits own expense, provide an official interpreter or interpreters. 5.4 If OJV Holding elects not (8) In addition to appoint such an interpreter or interpreters as set forth in Paragraph (7) above, any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shareholder and director shall have the right to appoint a representative to attend as an observer use its own interpreter at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a director. The appointment or removal takes effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. 5.6 The party removing a director shall indemnify and keep indemnified the JVC against any claim connected with the director's removal from office. 5.7 The parties intend there to be a meeting of the Board at least Four times each year to be held at the principal offices of JVC or at such other location as may be designated by the chairman. 5.8 The chairman may, and at the request of two or more directors, the secretary shall, call a meeting of the Board. 5.9 The parties shall ensure that at least seven Business Days' notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 5.10 A shorter period of notice of a meeting of the Board may be given if at least one SJV Holding Director and one OJV Holding Director agree in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum its own expense at any meeting of the Board (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Director (or his alternate) shareholders and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorumDirectors. 5.16 A meeting (9) All regular and special reports relating to the financial and technical operating results of directors CRJ, either submitted to the Board of Directors or listed in Schedule B attached hereto and made a part hereof, shall be adjourned to another time or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made prepared in respect of a meetingboth Japanese and English.

DIRECTORS AND MANAGEMENT. 5.1 The Board has responsibility for the supervision and management of the JVC and its Business, subject to clause 4. 5.2 . There shall be a minimum number of Five [*] directors on the Board made up of Three SJV Holding an equal number of Company A Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its electionCompany B Directors. The size of the Board may be increased from time-to-time, provided that SJV Holding will be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of the Board. 5.3 The post of chairman of the Board chair shall be held in alternate years by an SJV Holding a Company A Director and a Company B Director. The chairman chair shall not have a casting vote. If the chairman chair for the time being is unable to attend any meeting of the Board, SJV Holding Board the party who appointed the chair shall be entitled to appoint another SJV Holding Director appointed by it to act as chairman chair at the meeting. 5.4 If OJV Holding elects not to appoint any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shall have the right to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 . A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a director. The appointment or removal takes effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. 5.6 The party removing a director shall indemnify and keep indemnified the JVC against any claim connected with the director's removal from office. 5.7 . The parties intend there to be a meeting of the Board directors at least Four times each year [*] to be held at the principal offices of JVC [SPECIFY LOCATION OF MEETINGS]. In determining whether Directors are participating in a Directors' meeting, it is irrelevant where any Director is or at such other location as may be designated by the chairman. 5.8 The chairman mayhow they communicate with each other. A director xxx, and at the request of two or more directorsa director, the secretary shall, call a meeting of the Board. 5.9 directors. The parties shall ensure that at least seven Business Days' notice of a meeting of the Board directors is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) by an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) and copies of any papers to be discussed at the meeting or the committee meeting. 5.10 . A shorter period of notice of a meeting of the Board directors may be given if at least one SJV Holding Company A Director and one OJV Holding Company B Director agree in writing. 5.11 . Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 . The quorum at any meeting of the Board directors (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Company A Director (or his alternate) and one Eligible OJV Holding Company B Director (or his alternate). 5.13 . No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 . If a quorum is not present within 30 15 minutes of the time specified for a directors' meeting in the notice of the meeting meeting, then it shall will be adjourned for Two [*] Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors shall be adjourned to another time or date at the request of all the SJV Holding Company A Directors or all the OJV Holding Company B Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting. Meetings of directors shall make decisions by passing resolutions. A resolution is passed if more votes are cast for it than against it and at least one Eligible Company A Director and one Eligible Company B Director have voted in favour of it. At a meeting of directors, each director has one vote. A Company A Director or a Company B Director who is absent from a meeting may appoint any person (except an existing director representing the other class of shares) to act as an alternate at the meeting. For the purposes of the meeting the alternate director shall be the Company A Director or the Company B Director by whom the appointment is made and may, in particular, vote in place of the Company A Director or Company B Director and where the person appointed as an alternate is already a director of the JVC in its own right, shall also be a director (and may vote) in its own right. If the parties are not represented at any meeting of the Board by an equal number of Eligible Company A Directors and Eligible Company B Directors (whether present in person or by alternate), then one of the directors so nominated by the party which is represented by fewer Eligible Directors shall be entitled at that meeting to such additional vote or votes as shall result in the Eligible Directors so present representing each party having, in aggregate, an equal number of votes.

DIRECTORS AND MANAGEMENT. 5.1 4.1 Unless the Shareholders otherwise agree, there should be no more than eight Directors. 4.2 Breckland is entitled to appoint up to two A Directors and Forest Heath is entitled to appoint up to two B Directors. 4.3 The Board has responsibility for Company will have four further Directors, being the supervision and persons referred to in schedule 1, who together comprise the original management team of the JVC and its BusinessAnglia Revenues Partnership. These Directors are the “Executive Directors”. Written consent of each Shareholder (signed by or on behalf of the person or persons entitled to make the same) is required in respect of the appointment, subject to clause 4replacement or removal of any Executive Director. 5.2 There shall be a minimum number of Five directors on the Board made up of Three SJV Holding Directors 4.4 Xxxxxxxxx may remove any A Director appointed by SJV Holding it and Two OJV Holding Directors appoint a new A Director in his place by notice in writing to the Company and to Forest Heath. 4.5 Forest Heath may remove any B Director appointed by OJV Holding, at its election. The size it and appoint a new B Director in his place by notice in writing to the Company and to Breckland. 4.6 Each of the Shareholders will use their best efforts to ensure that any meeting of the Board may or of a committee of the Board and every general meeting of the Company has the necessary quorum throughout. 4.7 Any A Director or B Director is entitled to pass to the Shareholder appointing him details of any information in relation to the Company that come into his possession as a Director, but a Shareholder must not (unless it is under a legal or regulatory obligation to do so) use such information to the detriment of the Company. 4.8 The first Chairman of the Board will be increased from time-to-timean A Director who will remain as Chairman until the Company’s first annual general meeting. The Chairman for the next 12 months will be a B Director, provided that SJV Holding after which the Chairman for the next 12 months will be an A Director. The position of Chairman will then rotate between an A Director and a B Director every 12 months. The Chairman shall be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of second or casting vote upon any deadlocked matter before the Board. 5.3 4.9 At the time of the completion of any sale, assignment, transfer or other disposition of all of the Shares held by a Shareholder, such Shareholder shall procure the resignation of each Director appointed by it. 4.10 The post of chairman Shareholders shall procure that a meeting of the Board shall be properly convened and held by at least every calendar quarter at the Company’s principal place of business in the United Kingdom or such other place as the Board may from time to time determine. Notice of such regular quarterly board meeting shall state that such meeting is a “Quarterly Board Meeting”. The quorum for the transaction of business at such Quarterly Board Meetings shall be not less than three Directors of which one must be an SJV Holding A Director, one must be a B Director and one must be an Executive Director. The chairman At all other Board meetings, the quorum shall have a casting vote. If be two Directors. 4.11 Not less than five days’ notice (or such other period of notice as may be agreed from time to time by the chairman for the time being is unable to attend any Board) of each meeting of the Board, SJV Holding other than Quarterly Board Meetings, shall be entitled given to appoint another SJV Holding Director all the Directors. Not less than 14 days’ notice of each Quarterly Board Meeting shall be given to act as chairman at all the meetingDirectors. 5.4 If OJV Holding elects not to appoint any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shall have the right to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a director. The appointment or removal takes effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. 5.6 The party removing a director shall indemnify and keep indemnified the JVC against any claim connected with the director's removal from office. 5.7 The parties intend there to be a meeting of the Board at least Four times each year to be held at the principal offices of JVC or at such other location as may be designated by the chairman. 5.8 The chairman may, and at the request of two or more directors, the secretary shall, call a meeting of the Board. 5.9 The parties shall ensure that at least seven Business Days' 4.12 Every notice of a Board meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above shall be accompanied by: (a) an by a written agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) together with copies of any all papers to be discussed at laid before the meeting or the committee meeting. 5.10 A shorter period of notice of a meeting 4.13 Subject to clause 6 (Matters Requiring Full Board Consent), resolutions of the Board may shall be given if at least one SJV Holding Director and one OJV Holding Director agree in writingdecided by a simple majority of votes cast for or against the resolution. 5.11 Matters not on the agenda, or 4.14 No business conducted in relation to those matters, may not shall be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum transacted at any meeting of the Board Shareholders (including adjourned meetingsand adjournments thereof) is a majority unless both Breckland and Forest Heath or their duly authorised representatives are present in person or by proxy. 4.15 The Executive Directors shall be responsible for the day to day running of the directors, including at least one Eligible SJV Holding Director (or his alternate) Company and one Eligible OJV Holding Director (or his alternate)for recruiting all necessary managers and employees for the Company. 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors shall be adjourned to another time or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.

DIRECTORS AND MANAGEMENT. 5.1 The Board has responsibility for the supervision and management of the JVC [MERANTUN DEVELOPMENT LTD] and its Business, subject to clause 4. 5.2 There shall be a minimum number of Five directors on Without prejudice to the Board made up of Three SJV Holding Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its election. The size generality of the Board may foregoing, the Directors will determine the general policies of [MERANTUN DEVELOPMENT LTD] and the manner in which the Business is to be increased from time-to-timecarried out, provided that SJV Holding subject to the Business Plan, to the Reserved Matters(requiring Council consent pursuant to clause 4) and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors shall exercise all voting rights and other powers of control available to them in relation to [MERANTUN DEVELOPMENT LTD] so as to procure (in so far as they are able in the exercise 2 Please confirm whether the Council will be entitled allotted the share in MERANTUN DEVELOPMENT LTD at incorporation. If so, clause 3.2(a) and (b) and clause 3.1(b) can be deleted. 3 Please confirm whether the Business Plan is to nominate one additional director for each new SJV Holding Director appointed so that be adopted at completion. of such rights and power) that, at all times SJV Holding Directors will constitute during the term of this Agreement, the Company shall: (a) carry on and conduct its business and affairs in a majority of proper and efficient manner, for its own benefit and in accordance with the BoardBusiness Plan and with good business practices; and (b) transact all its business on arm's length terms. 5.3 The post of chairman of Subject to clause 5.5, the Board shall be held by an SJV Holding Director. The chairman shall have a casting vote. If the chairman for the time being is unable to attend any meeting of the Board, SJV Holding shall be entitled to appoint another SJV Holding Director to act as chairman at the meeting. 5.4 If OJV Holding elects not to appoint any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shall have the right to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party Council may appoint a director, Director and remove a director whom it appointedDirector, by giving notice in writing to the JVC and the other party[MERANTUN DEVELOPMENT LTD], and to the director Director being removed, in the case of removal of a directorDirector. The Such appointment or removal takes shall take effect on the date on which the notice is received by given. Any Director appointed pursuant to this clause 5.3 shall be a Council Director. 5.4 In the JVC or, if a later date event that the number of directors is given in reduced to one (1) and such director is not the notice, Executive Director the Council shall be entitled to appoint an Executive Director to be the managing director 5.5 The parties shall agree on that date. Each party will consult with the other prior to any appointment or removal of a directorthe Independent Director. 5.6 The party removing a director Council shall indemnify and keep indemnified the JVC [MERANTUN DEVELOPMENT LTD] against any claim connected with the director's removal by the Council of any Director from office. 5.7 The post of Chairman shall be held by a Council Director. The Chairman shall have a casting vote. If the Chairman for the time being is unable to attend or to vote on any matter at any meeting of the Board, the Chairmanshall be entitled to appoint another Council Director to act as Chairman at the meeting or in relation to that matter and such person shall have the casting vote. 5.8 Unless agreed otherwise, the parties intend there to be a meeting of the Board Directors at least Four four (4) times each year to be held at the principal offices year, with a period of JVC or at such other location as may be designated by the chairman. 5.8 The chairman may, and at the request of not more than twelve (12) weeks between any two or more directors, the secretary shall, call a meeting of the Boardmeetings. 5.9 The parties shall ensure that at least seven Business Days' notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 5.10 A shorter period of notice of a meeting of the Board may be given if at least one SJV Holding Director and one OJV Holding Director agree in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum at any meeting of the Board (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Director (or his alternate) and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors 5.10 [MERANTUN DEVELOPMENT LTD] shall be adjourned entitled to another time reimburse any Independent Director his or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made her reasonable expenses arising in respect of a meetingconnection with his/her role as Independent Director.

DIRECTORS AND MANAGEMENT. 5.1 Subject to any resolution duly passed by the Shareholders from time to time, the board of directors of JVC shall be comprised of five directors, with three directors nominated by Cybermart (Cybermart Directors) and two directors nominated by RSH (RSH Directors). 5.2 The Board board of directors of JVC has responsibility for the supervision and management of the JVC and its Business, business but shall (subject to clause 4. 5.2 There shall 5.19) be required to obtain a minimum number of Five directors on the Board made up of Three SJV Holding Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its election. The size Supermajority before taking any decision in relation to any of the Board may be increased from time-to-time, provided that SJV Holding will be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of the BoardReserved Matters. 5.3 The post of chairman of the Board board of directors of JVC shall be held by an SJV Holding Directora RSH Director and each of Cybermart and RSH agrees to cause each director appointed by such party to vote in favor of the RSH Director proposed by RSH to be chairman of the board of directors. The chairman shall not have a casting votevote at any meeting of the board of directors of JVC. If the chairman for the time being is unable to attend any meeting of the Boardboard of directors, SJV Holding RSH shall be entitled to promptly appoint another SJV Holding Director director appointed by it to act as chairman at the such meeting. 5.4 If OJV Holding elects not Subject to appoint any OJV Holding Directorsclause 5.1, for so long as OJV Holding holds 10% each of the Shares in issue, Cybermart and RSH may nominate a director to fill a vacancy it shall have the right is entitled to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party may appoint a directorfill, and remove a director whom it appointednominated, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a director. The Any such appointment or removal takes shall take effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date. Each party of Cybermart and RSH will consult with the other prior to any appointment or removal of a director; provided, however, that no party shall have any consent or other right with respect to the appointment or removal of such other party’s director nominees so long as (in relation to any appointment) such nominees are eligible to be a director under applicable laws and regulations, and (in relation to any removal) except for the indemnity provided in clause 5.5. Each of Cybermart and RSH shall vote its Shares at any meeting called for the purpose of filling positions on the board of directors or in any written consent executed for such purpose, and take all other necessary actions to cause the election to or removal from the board of directors of the Cybermart Directors and the RSH Directors. 5.6 5.5 The party removing a director or officer appointed by it shall indemnify and keep indemnified the JVC against any reasonable claim connected with the such director's or officer’s removal from office. For the avoidance of doubt, this clause 5.5 shall not apply to any removal of an officer approved by a Board Supermajority. 5.7 5.6 The parties intend there to be a meeting of the Board board of directors of JVC at least Four times each year once every quarter to be held at the principal offices of JVC in Hong Kong or at such other location place(s) as the parties may be designated agree; provided, however, that any director may participate in any such meeting in person or by telephone conference so long as the chairmandirectors can listen to and talk to each other. 5.8 The chairman 5.7 Any director may, and at the request of two or more directors, a director the secretary shall, call a meeting of the Boardboard of directors of JVC. 5.9 5.8 The parties shall ensure that subject to clause 5.9, at least seven Business Daysdays' notice of a meeting of the Board board of directors of JVC is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 5.10 5.9 A shorter period of notice of a meeting of the Board board of directors of JVC may be given if at least one SJV Holding Director director nominated by each of Cybermart and one OJV Holding Director agree RSH agrees in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum at any meeting of the Board (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Director (or his alternate) and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors shall be adjourned to another time or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.

DIRECTORS AND MANAGEMENT. 5.1 The Board has responsibility for the supervision and management of the JVC MERANTUN DEVELOPMENT LTD and its Business, subject to clause 4. 5.2 There shall be a minimum number of Five directors on Without prejudice to the Board made up of Three SJV Holding Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its election. The size generality of the Board may foregoing, the Directors will determine the general policies of MERANTUN DEVELOPMENT LTD and the manner in which the Business is to be increased from time-to-timecarried out, provided that SJV Holding will be entitled subject to nominate one additional director for each new SJV Holding Director appointed the Business Plan, to the Reserved Matters (requiring Council consent pursuant to clause 4) and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors shall exercise all voting rights and other powers of control available to them in relation to MERANTUN DEVELOPMENT LTD so that as to procure (in so far as they are able in the exercise of such rights and power) that, at all times SJV Holding Directors will constitute during the term of this Agreement, the Company shall: (a) carry on and conduct its business and affairs in a majority of proper and efficient manner, for its own benefit and in accordance with the BoardBusiness Plan and with good business practices; and (b) transact all its business on arm's length terms. 5.3 The post of chairman of Subject to clause 5.5, the Board shall be held by an SJV Holding Director. The chairman shall have a casting vote. If the chairman for the time being is unable to attend any meeting of the Board, SJV Holding shall be entitled to appoint another SJV Holding Director to act as chairman at the meeting. 5.4 If OJV Holding elects not to appoint any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shall have the right to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party Council may appoint a director, Director and remove a director whom it appointedDirector, by giving notice in writing to the JVC and the other partyMERANTUN DEVELOPMENT LTD, and to the director Director being removed, in the case of removal of a directorDirector. The Such appointment or removal takes shall take effect on the date on which the notice is received by given. Any Director appointed pursuant to this clause 5.3 shall be a Council Director. 5.4 In the JVC or, if a later date event that the number of directors is given in reduced to one (1) and such director is not the notice, Executive Director the Council shall be entitled to appoint an Executive Director to be the managing director 5.5 The parties shall agree on that date. Each party will consult with the other prior to any appointment or removal of a directorthe Independent Director. 5.6 The party removing a director Council shall indemnify and keep indemnified the JVC MERANTUN DEVELOPMENT LTD against any claim connected with the director's removal by the Council of any Director from office. 5.7 The post of Chairman shall be held by a Council Director. The Chairman shall have a casting vote. If the Chairman for the time being is unable to attend or to vote on any matter at any meeting of the Board, the Chairman shall be entitled to appoint another Council Director to act as Chairman at the meeting or in relation to that matter and such person shall have the casting vote. 5.8 Unless agreed otherwise, the parties intend there to be a meeting of the Board Directors at least Four four (4) times each year to be held at the principal offices year, with a period of JVC or at such other location as may be designated by the chairman. 5.8 The chairman may, and at the request of not more than twelve (12) weeks between any two or more directors, the secretary shall, call a meeting of the Boardmeetings. 5.9 The parties shall ensure that at least seven Business Days' notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 5.10 A shorter period of notice of a meeting of the Board may be given if at least one SJV Holding Director and one OJV Holding Director agree in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum at any meeting of the Board (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Director (or his alternate) and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors 5.10 MERANTUN DEVELOPMENT LTD shall be adjourned entitled to another time reimburse any Independent Director his or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made her reasonable expenses arising in respect of a meetingconnection with his/her role as Independent Director.

DIRECTORS AND MANAGEMENT. Composition of the Board: appointment and removal of Directors 5.1 The Board has responsibility for shall consist of up to three Directors appointed in accordance with this Clause 5 and the supervision and management of the JVC and its Business, subject to clause 4Articles. 5.2 There The initial Directors shall be a minimum number of Five directors on the Board made up of Three SJV Holding Directors be: ZHONG Ning (appointed by SJV Holding and Two OJV Holding Directors Majority Shareholder) XXX Xxx (appointed by OJV Holding, at its election. The size of the Board may be increased from time-to-time, provided that SJV Holding will be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of the Board.Majority Shareholder) 5.3 The post of chairman of the Board shall be held by an SJV Holding Director. The chairman shall have a casting vote. If the chairman for the time being is unable to attend any meeting of the Board, SJV Holding Majority Shareholder shall be entitled to appoint another SJV Holding to the Board two Directors (and to remove and replace such Directors). Minority Shareholder shall be entitled to appoint to the Board one Director (and to act as chairman at the meetingremove and replace such Director). 5.4 If OJV Holding elects not to appoint any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shall have the right to appoint a representative to attend as an observer at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party Shareholder may appoint a directorDirector, and or remove a director whom it appointedDirector nominated by it, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a directorCompany. The appointment or removal takes shall, unless the notice indicates otherwise or unless otherwise required by Law, take effect on from the date on which the notice is received by the JVC or, if Company. Upon receipt of any such notice from a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. 5.6 The party removing a director shall indemnify and keep indemnified the JVC against any claim connected with the director's removal from office. 5.7 The parties intend there to be a meeting of the Board at least Four times each year to be held at the principal offices of JVC or at such other location as may be designated by the chairman. 5.8 The chairman may, and at the request of two or more directors, the secretary shall, call a meeting of the Board. 5.9 The parties shall ensure that at least seven Business Days' notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied byShareholder: (a) an agenda specifying in reasonable detail the matters to be raised at Company shall notify the meeting other Shareholder of such appointment or the committee meetingremoval; and (b) copies if the relevant Director refuses to resign within 30 days of any papers a notice of removal in accordance with Clause 5.3, the Shareholders shall, so far as they are legally able, exercise their rights in relation to the Company to procure the removal of the relevant Director as soon as reasonably practicable after receipt of such notice from the Company. 5.5 If a Director dies, resigns, retires or is incapacitated or is removed as a Director, the Shareholder which nominated that Director for appointment may nominate another Director for appointment in accordance with Clause 5.3. 5.6 If a Director is or becomes prohibited from acting as a Director by Law, this Agreement or the Articles, the Shareholder which nominated that Director for appointment shall within five Business Days, remove such Director (unless such person has already ceased to be discussed at a Director). 5.7 If a Shareholder fails to remove a relevant Director in accordance with Clause 5.6, the meeting Directors not nominated by that Shareholder shall (if necessary) by simple majority vote determine that the relevant Director shall be removed as a Director (such removal to take effect from the date the resolution is passed). 5.8 A Shareholder whose nominated Director is removed, or whose Director resigns from office as a Director under the committee meetingArticles, shall indemnify the other Shareholder and the Company from and against any liability for compensation for loss of office, any claim for unfair or wrongful dismissal or otherwise arising in connection with that Director ceasing to hold office as a Director. 5.9 Each Shareholder shall have the same director appointment rights with respect to the board of directors or similar governing body for each of the Company’s Wholly Owned Undertakings as they have such rights with respect to the Board from time to time. The constitutional documents of each of the Company’s Wholly Owned Undertakings shall, to the extent permissible under the laws of the jurisdiction in which such Undertaking is incorporated or established, have the identical procedural rules related to actions and meetings of the Board provided in the Company’s articles of association. 5.10 A shorter period of notice of Majority Shareholder shall be entitled to appoint (and remove) the Chair from amongst the Director(s) it has nominated for appointment pursuant to Clause 5.3. The Chair shall not have a meeting of the Board may be given if at least one SJV Holding Director and one OJV Holding Director agree in writing. 5.11 Matters not on the agenda, second or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum casting vote at any meeting of the Board (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Director Meeting (or his alternate) and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum). 5.16 A meeting of directors 5.11 The Chief Executive Officer and Chief Financial Officer shall be adjourned to another time or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business appointed (and may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meetingremoved) by the Board.

DIRECTORS AND MANAGEMENT. 5.1 (1) CRJ has a Board of Directors consisting of ten directors. The parties hereto agree that they will cast their votes as shareholders of CRJ in such manner that the Board has responsibility for the supervision of Directors shall consist of an equal number of persons designated by AJI and management of the JVC and its Business, subject to clause 4CRBL. 5.2 There (2) No remuneration shall be paid to directors of CRJ except those who devote all their activities to the benefit of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties. (3) The parties hereto agree that they will cause their representatives on the Board of Directors of CRJ to appoint a President who shall be designated by AJI and accepted by CRBL. The President shall be a minimum number Registered Representative Director. (4) The parties hereto agree that, at the request of Five directors CRBL, they will cause their representatives on the Board made up of Three SJV Holding Directors appointed of CRJ to appoint a Senior Managing Director who shall be designated by SJV Holding CRBL and Two OJV Holding Directors appointed accepted by OJV HoldingAJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, at however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its election. The size offices in the United States to attend meetings of the Board may be increased from time-to-timeof Directors in Japan, provided including without limitation travel, meals and lodging expenses. (5) The parties hereto agree that SJV Holding they will be entitled to nominate one additional director for each new SJV Holding Director appointed so vote their shares of CRJ in such manner that at all times SJV Holding Directors will constitute during the effective period of this Agreement there shall be two statutory auditors (Kansayaku) of CRJ; one to be a majority of person designated by AJI and the Boardother to be a person designated by CRBL. 5.3 (6) The post parties hereto agree that Arthur Andersen & Co. and Tetsuzo Ota Co. shall be the independent puxxxx xcxxxxxxxxs of chairman CRJ and together shall examine and audit its accounting books and records annually at the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate Arthur Andersen & Co., or such other independent auditor as it may frxx xxxe xx xxxx designate, to audit the books and records of CRJ or perform such lesser procedure as may be required for the period ending October 31 each year in order to provide the information necessary or appropriate for the independent accountants of CRBL to express an opinion on the financial statements of CRBL, and at such time CRJ shall cooperate fully with such auditors of CRBL. (7) Minutes of all mexxxxxx xx xxxxxholders and of all meetings of the Board of Directors shall be held by an SJV Holding Directorkept in both Japanese and English. The chairman shall have a casting vote. If the chairman for the time being is unable to attend At any meeting of shareholders or of the BoardBoard of Directors at which a non-Japanese speaking person is expected to be present, SJV Holding shall be entitled to appoint another SJV Holding Director to act as chairman CRJ shall, at the meetingits own expense, provide an official interpreter or interpreters. 5.4 If OJV Holding elects not (8) In addition to appoint such an interpreter or interpreters as set forth in Paragraph (7) above, any OJV Holding Directors, for so long as OJV Holding holds 10% of the Shares in issue, it shareholder and director shall have the right to appoint a representative to attend as an observer use its own interpreter at each and any meeting of the Board and at each and any meeting of any committee of the Board. 5.5 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the JVC and the other party, and to the director being removed, in the case of removal of a director. The appointment or removal takes effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. 5.6 The party removing a director shall indemnify and keep indemnified the JVC against any claim connected with the director's removal from office. 5.7 The parties intend there to be a meeting of the Board at least Four times each year to be held at the principal offices of JVC or at such other location as may be designated by the chairman. 5.8 The chairman may, and at the request of two or more directors, the secretary shall, call a meeting of the Board. 5.9 The parties shall ensure that at least seven Business Days' notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 5.10 A shorter period of notice of a meeting of the Board may be given if at least one SJV Holding Director and one OJV Holding Director agree in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum its own expense at any meeting of the Board (including adjourned meetings) is a majority of the directors, including at least one Eligible SJV Holding Director (or his alternate) shareholders and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 5.14 If a quorum is not present within 30 minutes of the time specified for a directors' meeting in the notice of the meeting then it shall be adjourned for Two Business Days at the same time and place. The notice of adjourned meeting shall (unless the parties agree in writing otherwise) contain a statement that failure to attend the adjourned meeting may result in the exercise of the deadlock procedure set out in clause 13. 5.15 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorumDirectors. 5.16 A meeting (9) All regular and special reports relating to the financial and technical operating results of directors CRJ, either submitted to the Board of Directors or listed in Schedule B attached hereto and made a part hereof, shall be adjourned to another time or date at the request of all the SJV Holding Directors or all the OJV Holding Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made prepared in respect of a meetingboth Japanese and English.