DATED THIS …. DAY OF ……………..

2018

BETWEEN

ZN LLC.
(Company No. : DK-8715-US)

AND

NH MEDICAL SDN. BHD.

(Company No. : 098551-D)

JOINT VENTURE AGREEMENT

MESSRS. AMIR HANNIF & PARTNERS

ADVOCATES & SOLICITORS
LEVEL 5, AL 529,
ACADEMIC BUILDING 2, FACULTY OF LAW,
UNIVERSITI TEKNOLOGI MARA,
40000 SHAH ALAM, SELANGOR
THIS JOINT VENTURE AGREEMENT (“The Agreement”) is made and effective
on the …... day of ……………..….., 2018

BETWEEN: -

ZN LLC. (COMPANY NO. : DK-8715-US) a company incorporated in United States

of America with their main address located 525 EAST 68TH STREET, NEW YORK ,
NY 10065 UNITED STATES. (hereinafter referred to as “ZN”) of the first part;

AND

NH MEDICAL SDN. BHD. (COMPANY NO. : 098551-D) a company incorporated

in Malaysia with their main address located NO. 11A, JALAN P/1, KAWASAN
PERUSAHAAN BANGI, BANDAR BARU BANGI, 43650, BANDAR BARU
BANGI, SELANGOR, MALAYSIA. (hereinafter referred to as “NHMco”) of the
second part;

RECITALS

A. ZN is desirous of setting-up a Malaysian Joint Venture Company (hereinafter

referred to as ‘ZNNHMCo’) with NHCo as to operate a ZNNHMCo which has
manufacturing and supplying of unfired pressured vessels in its business nature.

B. ZN is desirous of investing into the ZNNHMCo and related to that, ZN and NHCo
have today In connection therewith, ZN and NHCo have agreed to enter into a joint
venture and to utilise the ZNNHMCo to implement the ZNNHMCo on the basis
that the equity of the ZNNHMCo will be owned FIFTY PERCENT [50%] by ZN
and NHMCo respectively.

2
ZN and NHMCo are desirous of regulating their joint venture and relationship inter se
as shareholders of the ZNNHMCo and to conduct the business and affairs of the
ZNNHMCo in the spirit of mutual confidence and co-operation and shall cause the
ZNNHMCo to comply with the terms and conditions of this Agreement insofar as they
relate to the ZNNHMCo.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS

1.1 The terms stated below have the following respective meanings within this
Agreement unless the context results in a different meaning.
a) “AFFILIATE” with respect to any person, (i) any person that controls, is
controlled by, or is under common control with such person; (ii) any party,
director, officer, partner, manager or employee of such person (iii) any person
means any subsidiary or holding company of such person and any other
subsidiary of a holding company of such person or a subsidiary of a subsidiary
of such person (as the terms “subsidiary” and “holding company” are defined in
Section xx of the Companies Act 2016);
b) “AGREEMENT” has the meaning set forth in the introductory paragraph to
this Agreement;
c) “BOARD” shall means the board of directors of the Company
d) “BUSINESS DAY” means a day (other than a Saturday, Sunday and gazette
public holiday in Kuala Lumpur, Malaysia) on which commercial banks in
Kuala Lumpur, Malaysia are open for general banking business with the public;
e) “COMPANIES ACT” means the Malaysia Companies Act 2016 where
applicable, as amended, consolidated or replaced from time to time;
f) “COMPANY” means “ZNNHMCo.”, a company to be set up and duly
incorporated as the outcome of this agreement;
g) “CONTROL” means, with respect to any Person, the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or
by contract or otherwise

3
h) “DEADLOCK” means any of the following situations:
(a) where any resolution relating to any Major Decision or Reserved Matter
proposed at a meeting of the Board or of the Shareholders (as the case
may be) fails to be passed due to a failure to achieve the required votes
for the resolution at three consecutive meetings of the Board or the
Shareholders (as the case may be); or
(b) a quorum cannot be achieved at three successive proposed meetings of
the Board or of the Shareholders (as the case may be) to be convened for
the purpose of resolving on any Reserved Matter or Major Decision, of
which not less than one week’s notice has been given;
i) “DIRECTOR” means any director for the time being of the Company,
including, where applicable, any alternate Director;
(a) and is not discharged within fourteen (14) days;
(b) any Shareholder ceases or threatens to cease to carry on its business or
any substantial part thereof or if the Shareholder disposes of or threatens
to dispose of or any governmental or other authority expropriates or
threatens to expropriate all or any substantial part of its business or
assets; or
(c) a Change in Control in the Shareholder;

j) “CONSTITUTION OF ASSOCIATION” constitution of the Company, as

amended from time to time;
k) “PARTIES” means ZN, NHCo and the Company and “Party” means any one
of them, as the case may be;
l) “SHAREHOLDERS” means shareholders of the Company for the time being
and “Shareholder” means any one of them, as the case may be;
m) “SHAREHOLDERS LOAN AGREEMENT” means an agreement between
Zn Ltd and the ZNNHMCo dated 12 April 2018 whereby Zn Ltd shall lend
Ringgit Malaysia Seventy Two Million (RM72,000,000) to the ZNNHMCo and
which shall (together with all interest accrued thereon) be repaid no earlier than
after the end of a period of 10 years starting at COD in accordance with Clause [
]; and
n) “SHARES” means ordinary shares of RM1 per share in the capital of the

4
Company and/or any other shares in the capital of the Company.

5
1.2 In this Agreement, unless there is something in the subject or context inconsistent
with such construction or unless it is otherwise expressly provided:-
a) the expression “this Agreement” or any similar expression shall mean this joint
venture agreement and any supplemental agreement as may be in force from
time to time or at any time;
b) references to Recitals, Clauses, Sub-Clauses, Annexures and Schedules are
references to any recital, clause, sub-clause, annexure and schedule to this
Agreement and any reference to this Agreement or any of the provisions hereof
includes all amendments and modifications made to this Agreement from time to
time in force;
c) words denoting the singular number only shall include the plural number and
vice versa;
d) words denoting one gender include all other genders and words denoting the
singular include the plural and vice versa;
e) any reference to a statutory provision includes any modification, consolidation
or re-enactment thereof for the time being in force, and all statutory instruments
or orders made pursuant thereto;
f) words denoting persons include corporations, and vice versa and also include
their respective estate, personal representatives, successors in title or permitted
assigns, as the case may be;
g) no rule of construction applies to the disadvantage of a Party because the Party
was responsible for the preparation of this Agreement or any part of it;
h) if any period of time is specified from a given day, or the day of a given act or
event, it is to be calculated exclusive of that day and if any period of time falls
on a day which is not a Business Day, then that period is to be deemed to only
expire on the next Business Day.
1.3 The Recitals, Annexures and Schedules of and to this Agreement shall have effect
and be construed as an integral part of this Agreement but in the event of any
conflict or discrepancy between any of the provisions of this Agreement such
conflict or discrepancy shall, for the purposes of the interpretation and
enforcement of this Agreement, be resolved by: -
a) giving the provisions contained in the clauses of this Agreement priority and
precedence over the provisions contained in the Recitals, Annexures and

6
 Schedules of and to this Agreement; and
b) giving the provisions in the Annexures and Schedules of this Agreement priority
and precedence over the provisions contained in the Recitals to this Agreement.
1.4 The headings in this Agreement are inserted merely for convenience of reference
and shall be ignored in the interpretation and construction of any of the provisions
herein contained.

2. FORMATION OF THE JOINT VENTURE

2.1 The Joint Venture Company will be incorporated with the name of “ZNNHMCo”
The registered office of the ZNNHMCo will be situated at 2, Jalan Dutamas 3,
Solaris Dutamas, 50480 Kuala Lumpur.

2.2 The ZNNHMCo will be a private company with liability by share in accordance
with the laws of Companies Act 2016. The liability of the shareholder in the
ZNNHMCo will be limited to their respective investments on this issued and paid-
up capital.

2.3 The Joint Venture Agreement of the ZNNHMCo shall reflect the terms of this
Agreement and be in such form as may be agreed among the PARTIES. It is
agreed that as among the PARTIES this Agreement shall prevail and have an
overriding effect, notwithstanding anything contained in the MEMORANDUM
and ARTICLES OF ASSOCIATION of the ZNNHMCo. In the event of any
inconsistency between this Agreement and the MEMORANDUM and ARTICLES
OF ASSOCIATION of the ZNNHMCo, the PARTIES agree and confirm that this
Agreement would prevail and that they would be bound by this Agreement and
that they would forthwith take steps to amend the MEMORANDUM and
ARTICLES OF ASSOCIATION of the ZNNHMCo so as to remove such
inconsistency.

7
3. BUSINESS OF ZNNHMCo

3.1 The parties hereby agree to utilised the Company for the purpose
contemplated herein
3.2 ZNNHMCo shall have the objective to:
(a) Carry on the business of private hospital for healthcare and medical services at
at 2, Jalan Dutamas 3, Solaris Dutamas, 50480 Kuala Lumpur
(b) Operate efficiently and economically
(d) Maximize profits and provide attractive return on investment to the Parties on
an ongoing basis.

4. SHARE CAPITAL

4.1 ZNNHMCo will initially have an authorised share capital of 100 million divided
into 100 million Equity Share of 1 (Ringgit) each.
4.2 The initial issued, subscribed and paid-up share capital of the ZNNHMCo will be (
100 ) million divided into ( 100 ) million Equity Share of 1 (Ringgit) each. Such
issued, subscribed and paid-up capital shall be subscribed for cash at par and paid-
up and held by the PARTIES hereto as follows;-
(a) (50)% of the issued and paid-up equity share capital of the ZNNHMCo shall
be subscribed and held by ZN/PERMITTED NOMINEES.
(b) (50)% of the issued and paid-up equity share capital of the ZNNHMCo shall
be subscribed and held by NHMCo/ PERMITTED NOMINEES.
4.3 The issued, subscribed and paid-up equity share capital may by mutual agreement
be increased. Such further issue of shares shall be made to the PARTIES in the
proportion referred to in Clause 4.2 unless otherwise agreed in writing by the
PARTIES. In the event a PARTY does not wish to subscribe to such further issue
of share of ZNNHMCo offered to it and required to finance the ongoing operation
of the ZNNHMCo’s business, then the remaining PARTY shall have the right to
take up such of the shares refused to be taken up by the first PARTY and the first
PARTY shall have its holding in the equity share capital of ZNNHMCo diluted
accordingly.

8
5. TRANSFER OF SHARES TO THIRD PARTIES

5.1 Any PARTY or PARTIES/ PERMITTED NOMINEES (Selling Shareholder) shall

not be entitled to transfer /sell any of the shares held by it/them in ZNNHMCo
except in accordance with the provisions of this clause;

(a) If any PARTY or its respective PERMITTED NOMINEES (hereinafter

referred to as “Offeror”) desire to transfer any or all of its / their shares in
ZNNHMCo to any person or equity, it shall offer such shares in writing in
the first instance to the other PARTIES hereto (hereinafter referred to as
“Offeree”). The Offeree shall be entitled to purchase the shares so offered
or nominate any person or entity of its choice to accept the shares offered.
Such Nominee shall be approved by the other PARTIES hereto, provided
that such approval shall not be unreasonably withheld. Sale and purchase of
such shares shall be at a Fair Price as defined hereinafter.

The Offeree shall be entitled to accept or reject such offer within a period of
90(ninety) days from the date of receipt of the offer or within a period of 30
(thirty) days from the date of fixation of Fair Price, whichever is later. If the
Offeree or its nominees do not convey its / their acceptance in writing to the
Offeror within such period, the offer shall be deemed to have been rejected
by the Offeree.

Only if such offer is first rejected or is deemed to have been rejected by the
Offeree, the Offeror shall be entitled to sell the shares to any third party or
equity at the Fair Price or at a price higher than the Fair Price(hereinafter
referred to as the “Opportunity Price”), provided, however, that once the
Offeror identifies such third party the Offeror shall forthwith disclose to the
other party the name of the third party and the Opportunity Price at which
the shares are proposed to be transferred.

Upon such notification by the Offeror, the Offeree once again shall have the
option to either purchase the said shares from the Offeror at the Opportunity

9
 Price or allow the Offeror to sell the said shares to the said third party at the
Opportunity Price; such option shall be exercised by the Offeree within 10
(ten) days of such notification.

Such right of the Offeror to sell the shares to any third party shall be
exercised within a period of 60(sixty) days from the date when such offer is
deemed to have been rejected.

The Offeree / its nominees shall have a right of first refusal as aforesaid only
if it and / or its nominees agree to purchase all the shares offered by the
Offeror.

(b) Notwithstanding anything herein contained where a PARTY exercises its

right to sell the shares to any third-party consequent to the other PARTIES
rejecting the second offer or such second offer being deemed to have been
rejected as outlined in Clause (a) above, the exercise of such right will be
subject to;

(i) the third party being acceptable to the other PARTIES

(ii) such third party agreeing in writing as a condition precedent to the
transfer of share to it to be bound by the terms and conditions of this
Agreement as though it was a signatory to this Agreement

(c) Notwithstanding anything herein contained, should any PARTY /its

PERMITTED NOMINEES accept the offer to purchase of the other
PARTIES/its PERMITTED NOMINEE shares but be prevented from
acquiring such shares by virtue of any Government restrictions or refusal of
approval, the first PARTY/its PERMITTED NOMINEES shall have a right
to nominate any party who is free to acquire such shares, and agree to abide
by this Agreement, provided however that the other PARTIES to this
Agreement has been consulted in this regard.

10
 (d) Notwithstanding any transfer, acquisitions of shares as contemplated in
clauses (a) above, the PARTIES shall at all times be responsible and liable to
discharge all their obligations to ZNNHMCo and to each other so long as
they are the shareholders in ZNNHMCo.

(a) Nothing contained in clause (a) above shall apply to transfer of shares by the
PARTIES(hereinafter referred to as “”Transferor”) to its PEMITTED
NOMINEES (hereinafter referred to as ”Transferee”), provided that such
nominee agrees in writing as a condition precedent to the transfer to be
bound by the terms and conditions of this Agreement as though it was a
signatory to this Agreement and undertakes to re-transfer the shares to the
Transferor in the event that the Transferee ceases to be the PERMITTED
NOMINEE of the Transferor. Each of the PERMITTED NOMINEES
holding shares of ZNNHMCo pursuant to this clause shall be deemed to be a
PARTY to this Agreement as if originally named herein.

5.2 “Fair Price” means the price to be determined by mutual agreement of the
PARTIES within a period of 15(fifteen) days from the date of the offer being
communicated to the other PARTIES. In the event of an agreement not being
reached, the PARTIES shall within a maximum period of 5 (five) days appoint
their auditors/chartered accountants (of their choice) to value the shares
independently and require such valuation to be made within a maximum period
of 30 (thirty) days form the date of appointment. In the event of there being a
difference in the two valuations of less than 10 (ten)% of the higher value than
the Fair Price shall be the average of both the valuations. If the difference in
both valuation is more than 10 (ten) % of the higher value than in that event the
aforesaid auditors/chartered accountants of the PARTIES shall within a period of
10 (ten) days of the later valuation mutually appoint in independent internationally
reputed firm of chartered accountants to be the final valuers of the shares. Such
valuers shall determine the Fair Price as an independent valuer within a period
of 30 (thirty)days of the appointment and such valuation shall be final and binding
upon the PARTIES. The auditors/chartered accountants shall act as valuers and
not as arbitrators. The valuation shall be made on the basis of ZNNHMCo being

11
 a going concern and taking into account the historic results of a representative
period and reasonable projections of the future.

6. OBLIGATION OF THE PARTIES

The Parties undertake each other to:
a. Co-operate and use their respective reasonable endeavors with a view to
ensuring that the Company obtains all Appropriate Approvals and successfully
conducts the Business in the manner contemplated by the objectives set out in
Clause 3.
b. Ensure that the Company complies with the Controls Framework.
c. To complete any action or to make any decision without unreasonable delay.

7. REGISTERED OFFICE, SECRETARY, AUDITORS, FINANCIAL YEAR,

ACCOUNTS

7.1 Parties agree that the registered office of the Company shall be located at 2, Jalan
Dutamas 3, Solaris Dutamas, 50480 Kuala Lumpur or any other place decided by
the Board.

7.2 The auditors of the Company shall be Mazars Malaysia or any other such firm
decided by the Board.

7.3 The tax agent of the Company shall be Mazars Malaysia or any other such firm
decided by the Board.

7.4 The company shall adopt a financial year which shall begin on 1st of January and
end on 31st of December of each year.

8. BOARD OF DIRECTORS AND MANAGMENT OF THE ZNNHMCo

8.1 The PARTIES shall be jointly responsible for the management of ZNNHMCo.

8.2 The Board of Directors of ZNNHMCo (hereinafter referred to as “Board”) shall

12
 consist of (2) directors of whom ZN shall be entitled to nominee/designate (4)
directors and NHMCo shall be entitled to nominate/designate (2) directors
(including the managing director) and any increase in the strength of the Board shall
be in the same proportion.

8.3 Such rights of representation on the Board shall be enjoyed by a PARTY as long as
it holds equity shares in the capital of ZNNHMCo. All directors except the
managing director shall be liable for retirement by rotation.

8.4 For the purpose of implementing this Agreement, the PARTIES hereto agree and
undertake that they shall, at all times, exercise their respective voting rights as
shareholders in the ZNNHMCo in such manner and shall ensure that their respective
representatives on the Board of the ZNNHMCo shall so vote at the Board and shall
so act so as to ensure the proper implementation and observance of the terms and
provisions contained in and in the spirit of this Agreement.

8.5 ZN or, as the case may, NHMCo shall be entitled to recommend the appointment of
alternate directors in the event that directors appointed or nominated or designated
by ZN or, as the case may be, ZN or NHMCo are unable to attend the meetings of
the Board. The Board shall accept such recommendations and forthwith appoint
these alternate directors in accordance with the Act.

8.6 The Board shall, if so, required by a non-resident director, appoint a person who is
already a director or an alternate director of the ZNNHMCo to be appointed as an
alternate director for another director(s), in which event, the alternate director(s) so
appointed shall have additional vote(s).

8.7 A vacancy on the Board shall be filled in as follows;

(a) In the case of a director who was nominated/designated for appointment by

ZN vacating his office as a director, the person to be appointed to fill the
vacancy shall be one nominated /designated by ZN.
(b) In the case of a director who was nominated/designated for appointment by

13
 NHMCo vacating his office as a director, the person to be appointed to fill
the vacancy shall be one nominated /designated by NHMCo.

8.8 In the event of appointment of additional directors any PARTY shall have the
right to nominate such directors, subject to the provisions of Clause 6.1.

8.9 The cost of travel, lodging and boarding of the directors and other out of pocket
expense incurred by them for attending the meetings of the Board shall be borne
by the ZNNHMCo.

8.10 Each director shall be paid such sitting fees for attending any meeting of the
Board as may be decided by the Board within the limits in this respect prescribed
by the Act.

8.11 Any director shall also be entitled to receive such remuneration for service
performed by him for ZNNHMCo as the Board may decide and be approved by
the shareholders of the ZNNHMCo.

8.12 ZN shall have the right to appoint and nominate a managing director of
ZNNHMCo. The managing director shall be in charge of the day to day
operations and management of ZNNHMCo. The managing director shall be
vested with substantial powers of management which he shall exercise subject to
the overall superintendence, control and direction by the Board.

8.13 The managing director shall have the full responsibility and authority to manage
the affairs of ZNNHMCo within the framework of the business plan, and subject
to the power required to be exercised by the Board or the shareholders under this
Agreement or the provisions of the Act.

8.14 The representation of the PARTIES on any committee or sub- committee of the
Board shall be in the same proportion and be computed in the same manner as
their representation on the Board.

14
8.15 All matters shall be decided by the Board of ZNNHMCo by a simple majority of
votes. Provided that, the Board or any committee thereof (whether at its meeting
or by circular resolution) or any executive/employee of the ZNNHMCo or any
person/committee under the power delegated by the Board shall not take any
decision/action on the following matters involving the ZNNHMCo except with
the majority of directors which majority shall comprise of at least one affirmative
vote of a director nominated /designated by ZN and one affirmative vote of a
director nominated /designated by NHCo;

(a) to alter the provisions of the MEMORANDUM and ARTICLES of

Association of the ZNNHMCo;
(b) to issue and allot new shares, debentures or any detachable warrants or
coupons or other instruments which enables the holder to obtain share in the
ZNNHMCo, transfer of shares and such other securities (which includes
transfer of shares and such other securities amongst the PERMITTED
NOMINEES and AFFILIATES as defined in Clause 1 of this Agreement);
(c) to engage in any activities other than those envisaged in this Agreement;
(d) to fix remuneration of the directors;
(e) to adopt accounts and reports to be laid before the members in General
Meeting and decision in accounting policies of the ZNNHMCo;
(f) to join any other company or to invest in any other company;
(g) to grant loans and / or credits other than those provided for in the business
plan or approved in the annual budget, to assume any liabilities , guarantees
or commitments to third parties other than those approved in the business
plan and in the annual budget;
(h) to change the total number of directors on the Board.
(i) to declare dividends and appropriation of profits.
(j) to delegate authorities to any committee of directors, managing director,
manager, secretary or any other principal officer of ZNNHMCo;
(k) to appoint and remove key first level executives of the ZNNHMCo;
(l) to approve the annual budgets including capital expenditures, strategic plans
, investment plans , business development plans, financial statements and
balance sheet or any deviation there from and to undertake expenditure

15
 beyond approved budget;
(m) to offer guarantees to financial institutions / banks
(n) appointment / removal of auditors;
(o) acquire from or grant to third parties by license or otherwise patents,
trademarks, technology or other intellectual /industrial property rights;
(p) to enter into transactions between the ZNNHMCo and any of the principal
shareholders of the ZNNHMCo or in the case of corporate principal
shareholders, their holding company, subsidiary or AFFILIATES;
(q) to grant loans to directors;
(r) initiation of, or an agreement to settle, any dispute, obligation, arbitration or
other proceeding with any other third party, whether as petitioner /plaintiff /
or respondent /defendant in respect of matters having a substantial bearing
on ZNNHMCo’s activities;
(s) to consent to a director or his relative or partner or firm or private company
holding an office or place or profit in the ZNNHMCo;
(t) to make liability of any director or manager unlimited if so authorised by the
ARTICLES OF ASSOCIATIONS;
(u) to appoint selling or purchasing agents or distributors;
(v) to increase/dispose of any investment made in the equity shares of a
company in India in the business of power projects;
(w) to decide on the matter of increasing /reducing the stake in a company
referred to in (x) above.

8.16 Wherever legally necessary, exercise of the powers of the Board shall be subject
to the approval/consent of the shareholders at a dully convened general meeting of
the shareholders.

8.17 Any business which required approval of the general meeting of the shareholders
by special resolution as per the law in force on the date of signing of this
Agreement but might not require in future such special resolution as a result of
change in law, then such business shall also be deemed to have been included in
Clause 6. 12

16
9. BOARD MEETING

9.1 The quorum for a meeting of the Board shall be one-third of the total strength
ofthe Board for the time being or three directors whichever is higher provided
that, so long as ZN and NHCo are entitled to nominate / designate directors, the
quorum for the Board Meetings or any meetings of committees thereof shall not
be validly constituted unless at least one nominee director each of ZN and NHCo
is present, unless such requirement is waived in writing by ZN and NHCo for the
specific Board Meeting.

(a) At least 15 clear days notice in writing along with agenda mentioning the
matters to be discussed and proposed to be decided at the Board Meeting
shall be given to all the directors, whether in India or outside, such
notices shall be sent to the business address of each such director. All
notices given shall be given to all the directors with a copy to the Parties
hereto by fax or other electronic communication and confirmed in
writing sent by international airmail
(b) No decision at the Board Meeting on any item shall be taken which was
not mentioned in the agenda of the Board Meeting unless all the directors
or their alternate agree in writing otherwise.
(c) Board Meetings may be convened at the shorter notice if all the directors
of the ZNNHMCo agree in writing.
(d) A proposed written resolution shall be circulated to every eligible
member.
(e) The circulation date of a written resolution will be either the date on
which copies of the written resolution are circulated to the eligible
members or if such copies are circulated on different days, the first of
those days.
(f) The written resolutions may be circulated in hard copy or electronic
form.
(g) A copy of the written resolution shall be circulated together with a
statement that sets out the procedure for signifying agreement or

17
 otherwise to the resolution and the date by which the resolution shall
lapse if it is not passed.
(h) A resolution may not be properly moved as a written resolution where:
(i) If passed, would be ineffective whether by reason of inconsistency
with any written law or the constitution;
(ii) Is defamatory of any person;
(iii) Is frivolous or vexatious;
(iv) If passed, would not be in the best interest of the company.
(i) Expenses incurred by the company for circulating a written resolution
shall be borne by the members who made the request and that the
Company is not required to circulate the resolution unless a sufficient
sum to cover the expenses has been deposited with the company.
(j) A member signifies his agreement when the company receives an
authenticated document from the said member which identifies the
relevant resolution and indicates his agreement to the resolution.
(k) A member’s agreement to the written resolution, once signified, is
irrevocable.

9.2 Each of the Parties agree to cause a meeting of the Board of Directors to be
convened at least once every 3 months and whenever necessary and whenever
requested by any Director.
9.3 The Notice of the meeting must be given at least fourteen (14) days’ notice in
writing of each meeting of the Board specifying the date, time and place of the
meeting shall be given to each Director and alternate Director both at the address
from time to time provided by him to the Company for such purpose and at the
address of the Shareholders and each such notice shall be accompanied by an
agenda of the matters to be considered, the nature of the business to be transacted
at the meeting and all relevant documents relating thereto. No decision shall be
taken on any matter at a meeting of the Board unless notice of such matter shall
have been given as aforesaid or waiver of such notice has been given in respect of
such matter by all of the Directors present at the meeting.
9.4 The conduct of the meeting is as follow :
a. The Board shall be responsible for supervising the activities of the Company

18
 and for determining the overall policies and objectives of the
Company,subject always to the terms of this Agreement and the provisions
of the Companies Act.
b. If the Board so authorizes or requests, auditors, consultants’ advisers and
employees (or any other persons, at the discretion of the Board) shall be
permitted to attend and speak at meetings of the Board, but not to vote.

c. Directors or their alternates may participate in Board meetings by means of

conference telephone, video or other similar communications equipment
where all Directors participating in that meeting can hear and communicate
with each other. Such participation is deemed to be presence in person. The
matters resolved during such meetings shall be subject to confirmation by
the signatures of the participating Directors on the minutes taken of such
meeting provided that if no objection is received by the company secretary
with respect to the contents of the minutes within three (3) days of the
receipt by the participating Directors of the same, the participating Directors
will be deemed to have endorsed the minutes despite not having signed the
same.

10. SHAREHOLDERS MEETINGS

10.1 Quorum
a. No business of the Company shall be transacted at any Shareholders’
meeting unless a quorum is present at the beginning and throughout each
meeting.
b. The quorum for meetings of the Shareholders shall be ZN and NHMCo.
present in person, by proxy, by their duly authorized agents or
representatives.
c. If a quorum is not present within 30 minutes of the time appointed for a
meeting, that meeting will be adjourned until the same time and place on the
same day in the next week.
d. If a quorum is not present at three successive proposed meetings of the
Shareholders to consider a Reserved Matter, a Deadlock will be deemed to
have occurred.

19
20
10.2 Chairman of Meeting
The chairman, if any, of the Board shall preside as chairman of the Shareholders’
meeting of the Company, or if there is no such chairman, or if he is not present
within thirty minutes after the time appointed for the holding of the meeting or
is unwilling to act, any one of the Directors who is present at the meeting and
appointed by simple majority vote of all the Directors present at the meeting, shall
act as the chairman.

10.3 Performance
The parties agree to exercise their voting rights and other rights attached to the
shares held by them in the capital of the Company in good faith and in the best
interests of the Company, and in such manner so as to give full effect to the
provisions of this Agreement.

11. MANAGEMENT OF THE COMPANY

11.1 The Board of Directors of the Company shall be responsible for and decide on
the general policies of the Company whereas the Chief Executive Officer of the
company shall manage and administer the affairs of the Company.

11.2 The Shareholders shall exercise all voting rights and other powers of control
available to them in relation to the Company so as to ensure that the Company
performs and complies with all its obligations under this Agreement and under
the Constitution of Company.

12. CHIEF EXECUTIVE OFFICER

12.1 The Board shall unanimously nominate and appoint a Chief Executive Officer
of the Company

12.2 The Chief Executive Officer shall act in accordance with the directions of the
Board of Directors and shall carry out such duties as may from time to time be

21
 defined by the Board.

12.3 In the event that any Shareholder on reasonable grounds considers the Chief
Executive Officer to have materially failed to perform his or her duties, the
Shareholder concerned may request that such Chief Executive Officer be replaced,
whereupon the Board shall with the mutual agreement of the Shareholders and
subject to compliance with all applicable laws and regulations, forthwith
terminate the employment of such Chief Executive Officer and appoint a new
Chief Executive Officer. The terms of engagement of the Chief Executive Officer
shall be as set out in an employment agreement, in form and content to be
mutually agreed upon between the Shareholders. The Chief Executive Officer
shall at all times adhere and be subject to the internal rules and policies of the
Company in force from time to time the responsibilities of the Chief Executive
Officer shall include but not be limited to:

a. The day-to-day management of the Company

b. The co-ordination of the administrative and business activities of the

Company; and

c. The recruitment of employees; subject always to the supervision of, and such
directives as may be issued by, the Board.
13. STRATEGIC PLANS AND BUDGET

13.1 The managing director shall in consultation with the senior management personal
prepare a strategic plan for each succeeding 5-year term at least 3 months before
the expiry of each current strategic plan. The strategic plan shall be required to be
approved by the Board. If the managing director considers it appropriate, he may
prepare a separate or modified strategic plan for a 5-year period at any time during
the period of subsistence of any strategic plan. Such separate or modified
strategic plan shall if approved by the Board replaces any existing strategic
plan.

13.2 The managing director shall within the framework of the strategic plan (as
approved by the Board) submit annually at least 1 month before the beginning
22
 of each financial year of ZNNHMCo, a proposed annual budget of ZNNHMCo to
the Board for such financial year. Such annual budget shall be required to be
approved by the Board.

14. DIVIDENDS

14.1 Subject to the provisions of the Act, and the MEMORANDUM AND
ARTICLES OF ASSOCIATION of the ZNNHMCo and having regard to the
future business requirements of ZNNHMCo and commercial prudence the
ZNNHMCo for each financial year will declare the maximum possible dividend.
Subject to the limits as aforesaid, the Board may declare by way of interim
dividend and / or recommend to the annual general meeting of the shareholders
of ZNNHMCo dividend payment as the Board may feel expedient.

15. FINANCIAL YEAR AUDITORS AND AUDIT

15.1 Financial Year

The Parties agree that the financial year of ZNNHMCo will be April 1st to March
31st.
15.2 Auditors
The first auditor shall be appointed by the Board as being nominated by ZN in
consultation with NHMCo and the appointment of the auditors shall in
subsequent years be made in accordance with the relevant provisions of the Act
by the shareholders of ZNNHMCo based on the proposal of ZN after
consultation with NHMCo.
15.3 Annual Audit
An annual audit of the books of accounts, records and affairs of ZNNHMCo at
ZNNHMCo’s expense shall be made each year immediately following the close
of the financial year by ZNNHMCo auditors. A signed copy of the report of the
annual audit shall be submitted to each member of the Board.

23
16. ACCOUNTS, RECORDS, REPORTS AND INSPECTION

16.1 Maintenance of Records

ZNNHMCo will maintain separate, independent, accurate, complete, clear and
satisfactory financial accounts for its business operations and shall keep records
confirming to sound international practice in accordance with Malaysia law
requirements, which accounts shall be audited at the expense of ZNNHMCo but
its Auditors.
16.2 Monthly Financial Statements
The Parties shall ensure and cause ZNNHMCo to deliver to the Parties monthly
financial statements which shall include a profit and loss statement and a balance
sheet not later than the fifteenth (15) work day after the end of each month.
16.3 Inspections of Records
The Parties shall ensure that all the books and records of ZNNHMCo including
contracts, undertakings and all other documents executed by ZNNHMCo, its
directors or officers shall be open to inspection by the Parties and their
authorised representatives at all reasonable times.
16.4 Special Audit
The Parties will have the right at any time to have special audit made of the
books of accounts, records and affairs of ZNNHMCo but any special audit shall
be at the expenses of the requesting Party, and if material discrepancies in any of
ZNNHMCo’s accounts, records or affairs are discovered as a result of such
audit, the expenses for such audit shall be paid for by ZNNHMCo.
16.5 Access
Each Party through its nominated directors or representative shall at its own
expenses be entitled to have:
a. Reasonable access at all reasonable times to inspect and obtain copies of
books, records and documents under the control of ZNNHMCo.
b. Reasonable access at all reasonable times to observe and inspect
operations of ZNNHMCo as would be allowed under applicable laws
stated in Clause 18.1.

24
17. CONFIDENTIALITY

19.1 Confidentiality of the information

During the subsistence of this Agreement, each Party and/or its Affiliate(s) shall
receive and maintain all Confidential Information (as defined hereafter, however
disclosed) in the strictest confidence.

17.2 Limit to Disclose

Each Party and/or its Affiliate(s) shall limit disclosure of any Confidential
Information to those of its employees, agents, and representatives on a need -to-
know basis. Either Party prior to making disclosure of any Confidential
Information shall exert best efforts to cause the receiving entity(ies) to execute
papers and documents to effect substantial compliance with the provisions of
this Clause.

17.3 Legal Obligation to Disclose

In case Party and/or its Affiliate(s) or any of their employees, agents or
representatives, becomes legally compelled to disclose any Confidential
Information, such Party shall give sufficient notice to the other Party so as to
permit such other Party to seek a timely protective order or other appropriate
relief. If such order or order relief cannot be obtained, the Party being compelled
to make disclosure shall only make disclosure of that which is legally required
and no more.

17.4 Information in public domain.

The obligation of confidentiality in respect of Confidential Information shall not
apply to Confidential Information which is now in, or hereafter comes into, the
public domain otherwise than by breach of this Agreement.

17.5 Copies
Each Party and/or its Affiliate(s) shall make only such notes, sketches, drawings,
photocopies or other written or photographic records relating to all Confidential

25
 Information as are absolutely necessary. All such materials shall belong to the
Party and/or its Affiliates to which the Confidential Information relates and,
together with all other tangible expressions of Confidential Information held by
any Party and/or its Affiliates(s) shall be returned to the owner forthwith upon
the termination of this Agreement.

17.6 Confidential Information.

For the purpose of this clause, “Confidential Information shall mean
a. with respect to ZNNHMCo, all information (verbal or documented)
relating to the business or operations of ZNNHMCo, which is
specifically identified by ZNNHMCo at the time of the disclosure as
being confidential or proprietary; and
b. with respect to any Party, all information (verbal or documented)
relating to the business or operations of such Party or any of its
Affiliates which is specifically identified by such Party at the time of
the disclosure as being confidential or proprietary.
The term “Confidential Information” shall specifically include any tangible
expression of such information, including, without limitation, photographs, plans,
drawings, renderings, journals, notebooks, computer programs, samples, models,
prototypes and mock-ups relating thereto, and shall further include any confidential
or proprietary information owned by any other person or entity and furnished by
such other person or entity pursuant to an undertaking to maintain the same in
confidence.

17.7 Exceptions
Notwithstanding anything contained in this Agreement to the contrary, the
restrictions covered under this Agreement for the use or disclosure of Confidential
Information shall not apply to any information.
a. which is independently developed by the receiving Party or any her
Affiliate or lawfully received free of restriction from another source
having the right to so furnish such information; or
b. after it has become generally available to the public without breach of
this Agreement by the receiving Party or any Affiliate; or

26
 c. which at the time of disclosure to the receiving Party was known to such
Party or Affiliate free of restriction so long as such prior knowledge is
promptly disclosed in writing following disclosure of the information; or
d. which the disclosing Party agrees in writing is free of such restrictions.

17.8 Inurement
Notwithstanding anything contained in this Agreement, the provisions of Clause
12.1 shall continue to be applicable to and to bind the Parties, without limit in
point in time except and until such information enters public domain or is
covered under Clause 12.7.
17.9 Continued Use
Notwithstanding anything to the contrary contained in this Clause 12, in the
event of termination of this Agreement by reason of any breach by a Party, the
other Party shall entitle to continue to use Confidential Information for the
purpose of the activities of the ZNNHMCo and such use of Confidential
Information shall not be deemed to be a breach of the confidentiality obligation
contained in this Article 12.

18. TERMINATION

18.1 Notwithstanding anything contained in this Agreement, either Party shall be

entitled to terminate this Agreement in any of the following events;

a. either Party shall have the right to terminate this Agreement by giving
15(fifteen) days written notice to the other Parties if that other Party or
Parties voluntarily or otherwise commits a material breach of any of the
terms and conditions of this Agreement , provided that if the breach is
remediable , the right aforesaid shall be exercisable only if the breach is
not remedied within 45 (forty-five) days of a written notice requiring to
remedy the same;
b. either Party shall be entitled to terminate this Agreement forthwith by
giving a written notice to the other Parties in the event of the other Party

27
 or Parties being ordered to be wound up or entering into a compromise or
arrangement with its creditors as a result of its bankruptcy or if a distress
execution or other process shall be effected upon or if an encumbrance
shall take possession of or a receiver shall be appointed of substantial
part of the assets or property of the other Party or Parties.
c. upon one Party giving notice to the other Party or Parties consequent
upon the other Party or Parties or its PERMITTED NOMINEES ceasing
to be the shareholders in the ZNNHMCo.
d. upon one Party giving notice to the other Party or Parties consequent
upon a change in the ownership or control of the other Party or Parties;
change of ownership or control in so far as a Party is concerned shall be
deemed to be occurred if there is a change in the ownership of shares in
the Party which has the result of operative control being directly or
indirectly exercised by any other entity other than that which presently
controls the said Party.
e. if the ZNNHMCo’s activities are seriously impeded as a result of force
majeure for a period of more than 6 months as mentioned in Article 17
herein below.
f. if any one or more of the conditions precedents set forth in Article 31
have not been fully met within (3) months from the date of this
Agreement or such other extended date as may be mutually decided by
the Parties.

18.2 During the period that the notice of termination is given by any Party until the
time the issue is resolved or termination becomes effective the members of the
Board shall function as trustees for the smooth and continued operations and
functions of the ZNNHMCo.

19. CONSEQUENCES OF TERMINATION

19.1 The termination shall not prejudice the right of non-defaulting Party or Parties
against the defaulting Party that may have accrued prior to the date of termination

28
 or expiration of this Agreement.
19.2 On the termination of this Agreement the Parties hereto shall refrain from any
acts, indications, publicity or advertisements which may mislead any third part
into the belief that the Parties hereto still maintain business relationships
with one another with reference to the JVC and neither Party hereto shall
commit any act detrimental to the business or reputation of the other Parties;
also the Parties shall ensure that the JVC shall not use the name of the
outgoing shareholder in any manner either in publicity material or otherwise.

20. TERMS APPLICABLE UPON TERMINATION

20.1 Upon termination of this Agreement for any reason whatsoever the obligations of
the Parties hereto shall cease provided always however that such termination shall
not:
a. affect any accrued rights and obligations;
b. excuse any Party from a default under this Agreement; or
c. affect any obligation surviving the termination of this Agreement.
20.2 If this Agreement is terminated under Clause 18.1, the Non-Defaulter shall have
the right, subject to obtaining Appropriate Approvals, to either:

a. OPTION TO PURCHASE OR SELL

i. Purchase all the Shares owned by the Defaulter (the “Defaulter’s
Shares”) at the price of NINETY PERCENT [90%] of the Prescribed
Price either by itself or by its nominee by a notice in writing to the
Company and the Defaulter; or sell to the Defaulter all the Shares in
the Company owned by the Non- Defaulter at the price of ONE
HUNDRED AND TEN PERCENT [ 110% ] of the Prescribed Price.
ii. In the event that the Non-Defaulter is prohibited or restricted in any
way by any government agency or any relevant laws from executing
its right to accept an option to purchase the Defaulter’s Shares under
Clause 30.1(a) CONFIDENTIALITY, that Non-Defaulter shall be
entitled to designate a nominee to accept such option.

29
 b. LIQUIDATE THE ZNNHMCo
i. If the Non-Defaulter does not wish to exercise its rights pursuant to
18.1(a), the Non-Defaulter may, by notice in writing to the Defaulter,
require a general meeting to be convened and other actions to be
taken for the purpose of winding up the Company.
ii. Upon receipt of such notice, the Shareholders shall procure that a
general meeting is convened and other actions required to wind-up
the ZNNHMCo to be taken within THIRTY (30) days of the notice.
iii. All Shareholders shall attend or be represented at such meeting or at
any adjournment thereof and no Shareholder shall be entitled to vote
otherwise than against a proposal to adjourn the meeting, or in favour
of the resolution for the winding-up of the ZNNHMCo. The
Shareholders and Directors shall forthwith execute all documents and
do all other acts required to wind-up or dissolve the ZNNHMCo
under applicable laws.

21. MUTUAL TRUST & OBLIGATION

21.1 Parties hereby declare it to be a cardinal principle of this Agreement and is to be

their common intention that they will at all times use their best endeavors to
further the interest of the Company.

21.2 The Shareholders agree and undertake that they will use all means reasonably
available to them (including their voting power, direct or indirect, in relation to
the Company) to ensure that the Company and any Director of the Company
nominated or appointed any them (and any alternate to such Director) shall
implement all the terms, conditions and stipulations of this Agreement
relating to the Company.

21.3 In entering into this Agreement, the Parties recognize that it is impracticable to
make provisions for every business activity, contingency or scenario that may
arise in the course of the performance hereof. Accordingly, the Parties hereby

30
 declare that it is their intention to act in the spirit of this Agreement and that this
Agreement shall operate between them with fairness and without detriment to
the interests of any of them and that none of the Parties hereto shall make
undue gains at the other Party’s expense and that all provisions of this Agreement
shall be applied in good faith.

22. DEADLOCK

22.1 The Parties and their respective PERMITTED NOMINEES expressly agree and
confirm that in case of any major impasse / deadlock having arisen in the
operation of the ZNNHMCo which pertains and is material to the further or
future operation of the business of ZNNHMCo the Parties shall cause their
nominated directors to prepare and circulate to the other Party or Parties a
memorandum or a statement setting out its position on the issue on which there
is disagreement and its reasons for adopting such position. Each such
memorandum or statement shall then be considered by the chairman of
managing board of ZN and NMHCo then holding office who shall use their best
endeavours to resolve such an impasse / deadlock. Such process shall be
completed within a period of 45 (forty-five) days of the impasse/deadlock
having arisen, unless such period is extended by mutual agreement by three
chairmen. An impasses / deadlock arises on the date one Party receives a written
communication from the other conveying the basis of such other Party coming to
the conclusion of which the deadlock is and how it has arisen. Despite the
aforesaid if the panel of the chairman is unable to resolve the impasse / deadlock
that the deadlock shall be deemed to be a major impasse / deadlock and in the
event ultimate solution of any major impasses/deadlock shall be as provided
hereinafter in this Clause. In the event any Party (hereinafter referred to as
“Selling Party”) desires to sell its shareholding in the ZNNHMCo, the other
Parties (hereinafter referred to as “Purchasing Parties”) shall have the first right
to inquire it including its PERMITTED NOMINEES to sell its shareholding to
themselves at a fair price which shall be determined in accordance with Clause
5.3 of this Agreement.
22.2 In case Purchasing Parties have notified Selling Party in writing that it or its

31
 PERMITTED NOMINEES do not wish to purchase the entire shareholding of
Selling Party including its PERMITTED NOMINEES, in that event, Selling
Party shall be entitled to sell all the share held by it/its PERMITTED
NOMINEES to a third party at a price not less than the fair price referred to in
Clause 14.1, provided that such a third party is acceptable to Purchasing Parties
and agree in writing as a condition precedent to the transfer of share to it to be
bound by the terms and conditions of this Agreement as though it was a
signatory to this Agreement.
22.3 Once an impasses/ deadlock has deemed to have arisen till such time the
impasses/ deadlock is resolved, the directors of the Board shall function as
trustees for the smooth and continued operation and functioning of the
ZNNHMCo.

23. BANK ACCOUNT

All funds of the Company shall be kept in such banking accounts as the Board may
from time to time designate. All monies of the Company, and all instruments for the
payment of money to the Company, when received, shall be deposited in the bank
account(s) of the Company. All funds of the Company may be drawn upon by cheques
signed by at least one authorized representative of ZN and one authorised representative
of NHCo as authorized by the Board

24. DAMAGES

24.1 In the event of breach of any obligation stipulated in this Agreement or the
failure to duly fulfil an obligation in accordance with the provisions of this
Agreement on the part of one of the Parties, the defaulting Party shall be obliged
to compensate the non-defaulting Parties for the resultant damages incurred.
Compensation for damages is to be paid in the currency of the Malaysian
Ringgit.

24.2 The assertion of a claim for damages shall not affect the right to terminate this
Agreement in accordance with Clause 13.1.

32
24. LANGUAGE
English shall be the language to be used in all matters concerning this Agreement
including but not limited to any arbitration proceedings.

25. FORCE MAJURE

25.1 Notwithstanding any provision herein to the contrary, no Party shall be liable to
any other Party hereto for loss injury delay or damage or other casualty suffered
or incurred by such other Party due to strikes, riot, fire, act of God, government
actions or any other cause which is beyond the reasonable control of the Party the
performance of whose obligation is affected.
25.2 The Party seeking to be excused for the delay in performance for reasons of Force
Majeure shall:
a. use all reasonable measures to minimize the effects of the event preventing
timely performance and;
b. resume performance as soon as possible and without further delay, upon the
ending of the event preventing timely performance.
25.3 In the event that Force Majeure renders the performance of one Party’s
obligations impossible for a period of ninety (90) days, the other Party may
terminate this Agreement by giving to the non-performing Party thirty (30) days
notice, during which time the non-performing Party may avoid termination by
performance

26. APPLICABLE LAW, INTERPRETATION, AMENDMENT &

SUPPLEMENT OF THE AGREEMENT.

26.1 This Agreement shall in all respects be governed by and construed in accordance
with the laws of Malaysia.
26.2 In the event that any one or more of the provisions contained in this Agreement
shall be invalid, illegal, unenforceable or incomplete in any respect under any
applicable law,the validity, legality and enforceability of the reminding provisions

33
 contained herein shall not in any way be affected or impaired thereby. The
vulnerable provision shall be replaced, amended or supplemented by such a
provision which the Parties would have chosen so as to attain the intended
economic objective of the Parties had they been aware of the vulnerability of the
said provisions.
26.3 Any amendments or supplements to this Agreement shall be effective and binding
only when agreed among Parties in writing and, where necessary, when the
appurtenant licenses or registration certificates have been received from the State
bodies
26.4 The seat of arbitration shall be in Kuala Lumpur. The arbitration language will be
conducted and the award will be rendered in the English language.
26.5 Any party may bring in action for injunctive or other similar mandatory or
prohibitory relief in any court of competent jurisdiction, including without
limitation, any proceedings for detention, custody or preservation of any property,
pending the results of arbitration. Save for the foregoing and to the fullest extent
permitted by applicable law, the Parties waive their right to any form of appeal
against any award of the arbitrator or any other recourse to a court of law and Part
III of the Arbitration Act 2005 shall not apply.
26.6 This Agreement and the rights and obligation of the Parties shall remain in full
force and effect pending the award in any arbitration proceeding hereunder.

27 MISCELLANEOUS

27.1 All documents and other papers of importance, which relate to the ZNNHMCo
shall be drawn up in English language and shall be binding upon the Parties.
Correspondence between JVC and the Parties in the course of daily business shall
be conducted in the English language.
27.2 Each Party shall bear its own cost incurred in the establishment, registration and
organization of the ZNNHMCo including consultation fees. The ZNNHMCo shall
bear those cost which are directly related to its registration and organization and
any consultation costs, which directly concern the JVC.

28. NON- ASSIGNMENT

34
The rights and obligations under this Agreement are personal and shall not be
assignable by any Party without the prior written consent of the other Parties which
consent will not be unreasonably withheld. Notwithstanding anything to the contrary in
this Agreement, any Party shall have the right to refuse permission to the other Parties
or Party to assign this Agreement to a third party, where the assignee is a competitor or
is likely to be a competitor of the first Party or its AFFILIATES.

29. HEADINGS
The headings of the sections of this Agreement have been inserted only to facilitate
reference and shall not be taken as being of any significance whatsoever in the
construction and interpretation thereof.

30. AMENDMENT AND MODIFICATION

30.1 This Agreement shall not be altered, modified or supplemented except with the
prior written approval of the Parties hereto.
30.2 The Agreement constitutes sole and exclusive agreement between the Parties
relating to the subject matter of this Agreement and no warranties, guarantees,
representations or other terms and conditions of whatever nature no contained and
recorded herein shall be of any force or effect unless recorded in writing and
signed by all of Parties after the date of this Agreement.

31. SEVERANCE & CHANGE OF CIRCUMSTANCES

31.1 If any provision of this Agreement or part thereof is rendered void, illegal or
unenforceable in any respect under the law, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby provided that the economic balance (including the
apportionment of risks and liabilities) of this Agreement and the Business in
general is not materially affected by such voidance, invalidity or
unenforceability.

31.2 If any provision of this Agreement or part thereof is rendered void, illegal or
unenforceable in any respect under the law and the economic balance (including

35
 the apportionment of risks and liabilities) of this Agreement and the Business is
thereby affected, then the Parties shall undertake to replace the void, ineffective
or inoperable provision with a provision which achieves an economic result as
similar as possible to that of the void, ineffective or inoperable provision.

31.3 In the circumstance contemplated in the previous paragraph, either Party may
propose to the other Party in writing amendments to this Agreement and/or the
Project and Commercial Agreements to the extent necessary to restore its original
economic balance to the greatest extent possible.

32.WAIVER

32.1 No delay or failure by any Party to exercise or enforce at any time any right or
provision of this Agreement shall affect its right to require performance of any
other provision herein or therein unless and until such performance has been
waived by any Party in writing.

32.2 Each right of any Party hereunder or any documents in this connection, shall be
cumulative and may be exercised from time to time. Any waiver by any Party of
any breach of this Agreement or any other documents in this connection shall not
be deemed to be a waiver of any prior or subsequent breach thereof. No single
waiver shall constitute a continuing or subsequent waiver.

33. NOTICE
33.1 Any notice, consent, request, claim, demand instruction or other communication
required or contemplated by this Agreement to be given by any Party shall, unless
otherwise specified herein, be in the English language and be delivered:
a. by hand, by postage-prepaid registered airmail or express package service
addressed to the Party for which it is intended at the address specified in this
Agreement or at such other address as shall be notified in writing by the
respective Parties. Notices shall be effected on the date of delivery as
evidenced by the postal receipt or other written receipt; or
b. by facsimile to the numbers below (or to such other numbers as notified by

36
 the Parties from time to time in accordance with this Clause) and shall be
deemed to have been received by the addressee upon completion of
transmission with correct answerback.
33.2 Any such notice, consent, request, claim, demand, instruction or other
communication shall be addressed as follows:
a. ZNC LLC, 525 East 68th Street, New York, NY 10065, United States
b. NHMCo, No.11a,Jalan P/1,Kawasan Perusahaan Bangi, Bandar Baru Bangi,
43650, Bandar Baru Bangi, Selangor, Malaysia
c. JV Co Sdn Bhd 2, Jalan Dutamas 3, Solaris Dutamas, 50480 Kuala Lumpur

34. INDEPENDENT PARTIES

The Parties shall act in all matter pertaining to this Agreement as independent parties
and nothing contained herein shall constitute either as the agent or as the partner of the
other Parties and does not give any Party the power to represent the other Parties hereto.

35. PARTNERSHIP
Nothing contained in or relating to this Agreement shall constitute or shall be deemed to
constitute a partnership or agency relationship between any of the Parties and no Party
shall have any authority on behalf of any other Party.

36. REPRESENTATION AND AUTHORITY

Each Party represents and warrants that it is permitted by its respective corporate charter
and incorporating documents to enter into this Agreement, and is not restrained,
prevented or inhibited by any contract or arrangement to which it is a Party from
entering into this Agreement or undertaking the obligations herein contained. Each
signatory to this Agreement represents and warrants that he is duly authorised by the
Party for and on whose behalf he is signing this Agreement to execute the same manner
binding upon the said Party and that all corporate approvals and procedures necessary
for vesting such authority in him have been duly obtained and complied with.

37. COST
37
Each Party shall bear and pay its own cost and expenses incurred in respect of this
Agreement

38. CONTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an

original, but all of which together shall constitute one and the same document.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF the Parties have set their hands respectively the day and year
first above written.

Signed by JARED SMITH )

PASSPORT NO.: A-965411-41Z )
For and on behalf of ZN LLC )

in the presence of :- )
MUHAMMAD AMIR HANNIF BIN AHIJMAN )
NRIC NO. : 950408-01-5169 )

Signed by JOHAN BIN FARIS )

NRIC NO. : 780719-14-5329 )
For and on behalf of NHMCo SDN BHD )

38
in the presence of :- )
MUHAMMAD AMIR HANNIF BIN AHIJMAN )
NRIC NO. : 950408-01-5169 )

39