Investment Agreement Key Points

I am the owner of Centenary City Public Limited Company. I have received a proposal for collaboration with an investor, and they have shared an agreement, can you review the agreement and advise the potential problems to my company by their investment in this agreement

JOINT VENTURE DEVELOPMENT AGREEMENT FOR THE FUNDING AND DEVELOPMENT OF CENTENARY ECONOMIC CITY FREEZONE IN ABUJA, NIGERIA. BETWEEN CENTENARY CITY PUBLIC LIMITED COMPANY(CCPLC) THROUGH ITS SUBSIDIARY CENTENARY CITY FREE ZONE ENTERPRISE(CCFZE) AND CARSON ASIA GROUP LIMITED (CAGL) JOINT VENTURE DEVELOPMENT AGREEMENT This Joint Venture Development Agreement (hereinafter, the "JVDA") is made this………..day of ………………., * (hereinafter, the “Commencement Date"), BETWEEN CENTENARY CITY PUBLIC LIMITED COMPANY (CCPLC) a public company incorporated under the Companies and Allied Matters Act *, laws of the Federal Republic of Nigeria, with RC No.* , and having its registered place of business at 17A Wumego Crescent Lekki Phase *, Lagos, Nigeria (hereinafter referred as to the “Land Owner”) through its wholly owned subsidiary CENTENARY CITY FREE ZONE ENTERPRISE), a Free Zone Enterprise established in * under the Nigeria Export Processing Zones Authority (NEPZA) Act Cap. N107 Laws of the Federal Republic of Nigeria * with RC No: *, having its registered office at Off Airport Road, Wawa District, Abuja, Federal Capital Territory Nigeria. (hereinafter referred to as “CCFZE” which expression shall where the context so admits include its successor’s-in-title, legal representatives, administrators, and assigns) of the FIRST PART AND CARSON ASIA GROUP LIMITED incorporated on December *, *, with Registration Number *, having its registered office at *-*,*/F, Hollywood Plaza, * Nathan Road, Mong KOK, Kowloon, Hong Kong (hereinafter referred to as “CAGL” which expression shall where the context so admits include its successors-in-title, legal representatives, administrators, and assigns) of the SECOND PART. CENTENARY CITY PUBLIC LIMITED COMPANY (CCPLC) through its subsidiary CENTENARY CITY FREE ZONE ENTERPRISE (CCFZE), and CARSON ASIA GROUP LIMITED (CAGL), shall collectively be referred to as “Parties”. WHEREAS; A. Centenary City Plc (CCPLC) is a company established through a private sector effort and funding to undertake the development of the Centenary Economic City Free Zone (CECFZ) (hereinafter referred to as “Project”) pursuant to the initiative of the Federal Government of Nigeria. Centenary City Plc (CCPLC) is the Owner of the land and other assets of the Project. B. Centenary City Free Zone Enterprise (CCFZE) is a wholly owned subsidiary of Centenary City Plc (CCPLC) and the Master developer of Centenary Economic City Free Zone (CECFZ). C. Centenary Economic City Free Zone is a World Class Master Planned City designed to work in harmony with nature covering about * hectares of land located about 8km to the Nnamdi Azikiwe International Airport and 22km to the Abuja metropolis. It is a legacy project of the Nigeria Centenary celebration, acknowledging the Country’s forward-thinking approach to urban development and its unique national cultural heritage as well as tourism, leisure, recreation, and commercial developments. The city district is centered on the principles of sustainable smart inter-connected urban development. D. Carson Asia Group Limited is a company that excels in straightforward personal attention with all due necessary care tailored to the specific requirements of a diverse range of major projects. With a well-established global reputation, it has continued to offer its lending services to major projects around the world. E. Centenary City Plc through Centenary City Free Zone Enterprise has approached Carson Asia Group Limited for the purpose of raising USD *,*,*,*.* (One Billion United States Dollars) financing of part of the Project Infrastructure. F. In furtherance of this objective, the Parties have agreed to collaborate and establish a Joint Venture Development Company (hereinafter referred to as “JVCO”) for the funding and development of the Centenary Economic City Free Zone for the mutual benefit of the Parties. G. This Agreement sets out the terms and conditions governing the partnership between the Parties and the JVCO. H. The Parties shall encompass any affiliated entity (ies) appointed by each Party, to execute all necessary documents, transfer funds for projects’ executions and perform necessary actions related to the Agreement. NOW THEREFORE in consideration and as conditions of the Parties entering into this Agreement on the basis of mutual covenants, promises, warranties and other good and valuable consideration, the receipt and sufficiency of consideration being acknowledged and set forth herein, the Parties hereby agree as follows. Article *.*. FORMATION: *.*. By this Agreement, the Parties enter a joint venture in the form of a general partnership in accordance with the business and corporate laws of the Federal Republic of Nigeria. For and in consideration of the mutual covenants contained in this Agreement, the Parties hereby form, create, and agree to associate themselves in a Joint Venture Company, referred to in this Agreement as the “JVCO.” Following the execution of this Agreement, the Parties shall execute or cause to be executed and filed any documents and instruments with any appropriate authorities that may be necessary or appropriate to comply with all requirements for the formation and operation of a Joint Venture Company in the Federal Republic of Nigeria. The rights and obligations of the Parties in relation to the JVCO shall be stated herein and in the MEMART of the JVCO. Article *.*. JOINT VENTURE COMPANY (JVCO) NAME: *.*. The activities and business of the joint venture shall be carried out through a Joint Venture Company “JVCO” created and registered by the Parties under the name “Centenary Carson Free Zone Enterprise” which is structured to preserve the separate corporate identities of each Party to this Agreement. *.* The Joint Venture Company shall be created and registered upon signing this Agreement, and the cost of such registration under the relevant Nigerian Governing Law shall be borne by the JVCO. Article *.*. PROJECT SCOPE: *.*. Provision of Infrastructure to and Development of the Centenary City Project. Article *.*. PROJECT LOCATION: *.*. Located on Airport Road, about 8km to the Nnamdi Azikiwe International Airport and 22km to the Abuja metropolis, Federal Capital Territory of Nigeria. Article *.*. INVESTMENTS/CONTRIBUTIONS OF THE PARTIES: *.*. CCPLC/CCFZE shall contribute the project land of *,*.* hectares (said to be free from encumbrance) valued at the sum of One Billion United States Dollars (USD1,*,*,*.*). *.* CAGL shall contribute the first required amount for the Project infrastructure and activation at the sum of One Billion Dollars (USD *,*,*,*.*) as follows: a. Five Hundred Million United States Dollars (USD500,*,*.*) equity free from fees and coupons. b. Five Hundred Million United States Dollars (USD500,*,*.*) with a possible addition of Two Hundred Million United States Dollars (USD200,*,*.*) in the case of an overrun, to be raised through a Bond Issue, the coupon of which shall be paid by the JVCO and recouped from CAGL return on investment. Article *.*. TOTAL REQUIRED PROJECT AMOUNT: *.*. Eighteen Billion, Five Hundred Million United States Dollars (USD *, *, *, *.*) is required as the overall and total project amount with injections or disbursements of funds spanning a maximum of ten years for construction, development and operations. The aforementioned sum covers cost of; a. Infrastructure at One Billion, Five Hundred Million United States Dollars (USD *,*,*,*.*) b. City Development at Seventeen Billion United States Dollars (USD *,*,*,*.*). *.* Fund Utilization: CAGL shall provide the sum of One Hundred and Fifty Million United States Dollars (USD *,*,*.*) for the phase one development of the project and shall raise the sum of Three Hundred and Fifty Million United States Dollars (USD *,*,*.*) from the funding from other equity investors within forty (*) man-days of signing this JVDA provided that where it becomes difficult to attract the other equity investors within the agreed * man-days, CAGL shall provide the total sum of Five Hundred Million United States Dollars (USD *,*,*.*) for the phase one development of the project. CAGL shall not later than one year from the completion of the raised of the first tranche of Five Hundred Million United States Dollars (USD500,*,*.*) with a possible addition of Two Hundred Million Dollars (USD *,*,*.* in the case of an over run) through a Bond Issue culminating to a total investment of One Billion United States Dollars (USD *,*,*,*.*) OR One Billion Two Hundred Million United States Dollars (USD *,*,*,*.*) to be used as follows; a. The first tranche Five Hundred Million Dollars (USD500,*,*.*) shall be used for; i. Detailed Engineering Designs ii. Fees i.e. (Financial Adviser, Legal, Facilitation) iii. Phase * Infrastructure iv. River Training v. Resettlement vi. Grove Residences vii. City Gate. viii. And any other activation project the Board may approve. b. The second tranche of Five Hundred Million Dollars (USD500,*,*.*) to Seven Hundred Million United States Dollars (USD700,*,*.*) shall be used for; i. Continuation of Infrastructure ii. Safari Park iii. Business Hub iv. Public Buildings v. Golf & Polo Courses. vi. And any other project the Board may approve. c. In the case that after the injection of the first tranche of Five Hundred Million Dollars (USD500,*,*.*), the business become self-sustaining to the extent that the second tranche of Five Hundred Million Dollars (USD500,*,*.*) or more is not needed, the JVCO shall hold/record the balance sum of Five Hundred Million Dollars (USD500,*,*.*) as Debt against CAGL, which Debt shall be recouped from CAGL share of profit/dividend before CAGL can be entitled to any dividend payout. d. However, MESSER Carson undertakes that if need be and the Bond issues is not successful within Two (*) months, that Carson shall pay up the said tranche of Five Hundred Million Dollars (USD500,*,*.*). e. CAGL shall have the liberty to make further investment(s) on any other component(s) of the Project on its own or in continuous partnership with CCFZE after the initial complete injection of USD *,*,*,*.* (One Billion US Dollars). *.* Mitigation of CAGL’s Risk: CCPLC/CCFZE shall offer CAGL a deed of legal mortgage over the Project Land as security for its investment. Article *.*. PURPOSE OF THE JOINT VENTURE COMPANY: *.*. The general purposes of the JVCO (the “Purpose”) are to invest / fund, develop, buy, sell, operate and manage the Project. This shall include any additions thereto or any other property which may be acquired by the JVCO and to have and exercise all of the powers to engage in any lawful business related or incidental to any of these purposes. The JVCO shall not engage in any business without the approval of the Board. Article *.*. MODEL OF FINANCING: *.*. Equity Investment/Joint Venture. Article *.*. OWNERSHIP OF JVCO PROPERTY: *.*. All real or corporate property, acquired by the JVCO shall be owned by, and in the name of the JVCO. Each Party expressly waives the right to require partition of the JVCO Property or any part of it except bought and sold to, by the approval of the JVCO Board of Directors. The Parties shall execute any documents that may be necessary to reflect the JVCO’s ownership of its assets and shall record the documents in the public offices that may be necessary or as approved by the Board. Article *.*. PLACE OF BUSINESS: *.*. The principal office of the business of the JVCO shall be located at Airport Road, Wawa district, Abuja – Federal Capital Territory, Nigeria or such other place as the Parties may feel from time to time to designate. Article *.*. MAILING ADDRESS: *.*. The mailing address of the JVCO shall be Airport Road, Wawa District, Abuja – Federal Capital Territory, Nigeria or such other place as the Members may feel from time to time to designate. Article *.*. TERM: *.* The duration of this JVCO (the “Term”) will begin on the date this Agreement is signed by the Parties and continue in full force until the occurrence of the following event. a. Selling of interest(s) in the JVCO to a third party. b. Liquidation or dissolving of the Joint venture Company by the unanimous consent of all Parties. Article *.*. EQUITY OR SHARES HOLDING PERCENTAGES OF THE PARTIES IN THE JOINT VENTURE COMPANY (JVCO): *.* . S/N MEMBERS / PARTIES EQUITY / SHARES PERCENTAGES *. CENTENARY CITY PLC THROUGH CENTENARY CITY FREE ZONE ENTERPRISE Forty Nine Percent (*%) *. CARSON ASIA GROUP LIMITED Fifty One Percent (*%) *.* Each Party shall own and hold equity or shares percent interest (the “Interest”) in the JVCO as stated above. Each Party is entitled to share in the JVCO’s s items of income, profit, loss, deduction, credit, and cash available for distribution pursuant to its Interest as described in this Agreement. Such Interest is to be subject to all of the terms and conditions of this Agreement. *.* For purposes of further investment in the Project, parties may resolve to defer their capital recoveries. *.* The above shareholding structure shall go into effect with registration at the relevant Governing Body immediately after this Agreement and evidence of receipt of the Investment funds into the Project account in Nigeria. Article *.*. BOARD OF DIRECTORS: *.* A Board of Directors (the “Board of Directors”) for the JVCO is established by this Agreement. The Board of Directors will have the full authority to bind the Parties in all matters relating to the directions, control and management of the JVCO Conduct and actions of the Board of Directors will be dictated by the policy and procedure established by the Parties. Except otherwise provided in this Agreement, the individual directors (individually the “Director” or collectively the “Directors”) will be appointed based on the quota or numbers of Directors allocated to each Party and unilaterally by each Party’s team. All Directors will have the primary duty to the best interest of the JVCO. *.* The Board of Directors will decide all necessary issues concerning the JVCO. Unanimous approval will be required where indicated in this Agreement. Any other matter not dealt in this Agreement will require the approval of a Majority vote. *.* The “Chairman”, a position to be nominated by CAGL, in this case, Jonathan Ly, who shall be the Chairperson of the “Board of Directors”. *.* The “Co-Chairman”, a position to be nominated by CCPLC/CCFZE, who shall be the Co-Chairperson of the “Board of Directors”. *.* The Chairman and the Co-Chairman shall jointly lead the Board. *.* If the Chairman is unable to fulfill his role for any reason, the Co-Chairman shall lead the Board and vice versa. Where the Chairman and Co-Chairman are both unable to fulfill their roles for any reason, any other Director shall temporarily lead the JVCO. *.* The Party with the Majority equity / shares shall always assume the position of the Chairperson of the Board and the Term of the Chairman and Co-Chairman shall remain permanent and continually with heirs, successors or assigns as appointed officer. *.* The Board shall appoint a Project Facilitator and approve funds as appropriate for this purpose. *.* NUMBERS OF APPOINTMENTS ON THE BOARD OF DIRECTORS OF THE VENTURE: The Joint Venture Company shall have four directors each from CAGL and CCPL/CFZE who shall constitute as the Board of Directors as further described in the table below. The Board shall consist of Eight (*) members to be nominated as follows; CCPLC/CCFZE shall nominate Four (*) members consisting of the Co-Chairman, Managing Director, Executive Director of Legal and One (*) Non-Executive Director, CAGL shall nominate Four (*) members consisting of the Chairman, Chief Operating Officer, Chief Financial Officer and One (*) Non-Executive Director as further described in the table below. *.* The following shall be executive directors - Managing Director, Chief Operating Officer, Chief Financial officer, Executive Director of Legal and Non-Executive Director. *.* S/N CCPLC/CCFZE CAGL *. Co-Chairman Chairman *. Managing Director Chief Operating Officer *. Executive Director of Legal Chief Financial Officer * Non-Executive Director Non-Executive Director *.* All actions and decisions representing the appointment of an accounting firm or any other firm for the JVCO shall be approved by the Board. *.* A manager or managers may be appointed by the “Board of Directors” where necessary or desirable. Duties of the managers will be approved by the Board of Directors. Article *.*. MANAGEMENT AND DUTIES: *.*. Except otherwise specified in this Agreement, the duties of the “Board of Directors” in relation to the JVCO will include the following, *.*. The “Board of Directors” shall appoint and approve the following as Executive Directors and Members of the Management Team. a. The “Managing Director” and the “Executive Director Legal”– to be nominated by CCPLC/CCFZE. b. The “Chief Operating Officer” and the “Chief Financial Officer” – to be nominated by CAGL. Where any of such appointee is Nigerian, CCPLC/CCFZE shall be consulted. *.*. The Executive Management shall serve in that capacity until the time that Board of Directors designate a new Management Team or a replacement of one or more of the Management Team Member on the recommendation of the Parties. Such replacement(s) and nomination(s) of competent personnel shall be at the sole discretion of the Individual Member, whose quota it is to nominate such an officer for the approval of the “Board of Directors” provided that each nominee shall have necessary competence and cognate experience. *.*. The Managing Director shall be the head of the Executive Management and to be deputized by the Chief Operating Officer (COO). *.*. The Executive Management shall lead in the day-to-day management of the JVCO. *.*. The Executive Management shall implement the directions of the “Board of Directors”, by monitoring, controlling and directing the financial, business, and operational affairs of the JVCO according to the policies and procedures approved by the “Board of Directors”. *.*. The Executive Management shall maintain proper books of accounts and financial records according to accepted accounting practices. *.*. The Executive Management shall not approve any transaction, payment or disbursement above fifty thousand United States dollars (USD *, *.* ) without the approval of the “Board of Directors”. *.*. The Executive Management shall periodically and on a quarterly basis, report to the “Board of Directors” and act on all issues over which it has express or implied authority according to this Agreement and as the “Board of Directors” authorizes. *.*. The Executive Management shall work to ensure all responsibilities attached to administrative staff including any required labor negotiations and all responsibilities attached to a third-party contractor. *.*. The Executive Management shall not award or approve contract, sub-contracting and supplies without the approval of the “Board of Directors”. *.*. The Executive Management shall have five years tenure with the possibility of renewal or extensions based on the approval of the Board of Directors. Article *.*. BOARD OF DIRECTORS AND MANAGEMENT VOTING: *.*. Any Board of Directors vote required, will be assessed such that, each Director or Member of the “Board of Directors” will receive one vote. Article *.*. PROJECT MANAGEMENT TEAM (PMT): *.* Except otherwise specified in this Agreement, the Chief Operation Officer (COO) shall lead the Project Management Team and the Team shall be approved by the Board of Directors. The Project Management Team shall consist of the following: the Managing Director, the Chief Operating Officer, the Chief Financial Officer, the Executive Director of Legal, Head of Development, Head of Business Development, the Project Consultant, the Cost Consultant, and any other persons as may be approved by the Board. Article *.*. RESTRICTION ON AUTHORITY OF THE PARTIES: *.*. The Parties and the Executive management of the JVCO shall not have any authority with respect to the JVCO and this Agreement to: a. Do any act in violation of this Agreement. b. Do any act that would make it impossible to carry on the business of the JVCO. c. Possess JVCO Property or assign the right of the JVCO or its Parties in specific JVCO property for other purpose than the JVCO purpose without the approval of the Board. d. Make, execute, or deliver any assignments for the benefit of creditors, or on the assignee’s promise to pay the debts of the JVCO without the approval of the Board. e. Assign, transfer, pledge, compromise, or release any claim of the JVCO except for full payment or arbitrate, or consent to the arbitration of, any of its disputes or controversies without the approval of the Board. f. Make, execute, or deliver any deed, long-term ground lease, or contract to sell all or any part of any JVCO Property or execute any new note or mortgage to renew and extend without increasing any existing note or mortgage, without the approval of the Board. g. Do any of the following without the approval of the Board: i. Confess a judgment. ii. Make, execute, or deliver for the JVCO any bond, mortgage, deed of trust, guarantee, indemnity bond, surety bond, or accommodation paper or accommodation endorsement without the approval of the Board. iii. Amend or otherwise change this Agreement to modify the rights or obligations of the Parties as set forth in this Agreement without the approval of the Board. iv. Create any personal liability for any Party other than that personal liability to which any Party may have agreed to in writing. Article *.*. BOARD MEETINGS: *.*. One or regular meetings will be held monthly or as may be decided by the Board. Minutes of the meeting will be held in files by the Executive Director of Legals / Secretary of the “Board of Directors”. *.*. Any Member can call for a special meeting to be held at any time after they have given five (*) business days’ notice to all of the Parties to resolve urgent issues that requires a vote and that cannot wait for the next regular meeting. When calling for a special meeting, all Parties must be provided with reasonable notice. Where a special meeting is called, the meeting will be restricted to the specific purpose for which the meeting was called. *.*. All meetings will be held at a time and in location that is reasonable, convenient and practical considering the situations of all participating Party. This shall include electronic or virtual means where Parties may attend by telephone or by any other electronic communication device or may execute a signed written consent to representation by another Party. *.*. Any vote required by the Parties will be determined, such that each Party receives or shall be caused to vote proportional in weight to that Party’s number of Directors on the Board. Article *.*. ACTION WITHOUT MEETING: *.*. Any action required by statute or by this Agreement to be taken at a meeting of the Parties or any action that may be taken at a meeting of the Parties, may be taken without a meeting if a writing setting forth the action taken or to be taken is signed indicating consent, by all of the Parties entitled to vote with respect to the subject matter. That consent shall have the same force and effect as a unanimous vote of the Parties. Any signed consent, or a signed copy of it, shall be placed in the minute book of the JVCO. Article *.*. JVCO DELEGATION OF AUTHORITY AND NOMINEES: *.*. All Parties acknowledged that there are practical difficulties in doing business as a joint venture, caused by those outside the JVCO seeking to ascertain the capacity of a Party to act on the JVCO’s behalf, or for other reasons. Therefore, the JVCO may delegate to any of the Parties to this Agreement the authority to act on behalf of the JVCO to acquire all real and personal property, arrange all financing, enter into contracts, and complete all arrangements needed to carry out the JVCO’s purposes set forth in this Agreement in their own name. Where any of the Parties carries on the JVCO business in its own name, the Party shall place a written declaration of trust in the JVCO books and records that acknowledges the capacity in which the Party acts and identifies the JVCO as the true and equitable owner. *.* The acquisition of JVCO Property or the creation of a JVCO indebtedness in the name of the Party acting as nominee, shall not give the Party an Interest in JVCO Property or cause him to be liable for the JVCO debt in excess of the percentage of that Party’s interest as set forth herein, except as may be otherwise required by law. However, despite any other provision in this Agreement, no note or other obligation executed by the Party as maker, the nature of which imposes no personal liability on its maker, shall impose personal liability on the JVCO for the payment of the note or performance of the obligation. Article *.*. CONTRACT BINDING AUTHORITY: *.*. No individual Party or group of Parties shall have any right or authority to act for or bind the JVCO in contract or any manner whatsoever without the approval of the “Board of Directors”. Article *.*. JOINT VENTURE COMPANY PROPERTY: *.*. Where allowed by statute, title to all JVCO property, including intellectual, shall remain in the name of the JVCO. Where Joint Ventures are not so recognized by the statute, as separate entities, JVCO property including intellectual property shall be held in the name of one or more Members. In all cases, JVCO properties shall be applied by the Parties exclusively for the benefits and purposes of the JVCO and in accordance with this Agreement. Article *.*. PROJECT PRELIMINARY COSTS: *.*. The Project Cost shall at all times be agreed upon by the JVCO on the recommendation of the Project Management Team. *.*. Point two five percent (*.*%) of Five Hundred Million United States Dollars (USD500,*,*.*) which is USD One Million, Two Hundred and Fifty Thousand United States Dollars (USD *,*,*.*) transaction fee shall be deducted from the first disbursement and paid to Sunny Isaac Financial Advisor for this transaction for this transaction and so shall be in the second tranche if raised . *.*. Parties agree that the JVCO shall bear the cost of legal services and documentations i.e, the Joint Venture Agreement, the legal mortgage and its registration, incorporation of the joint venture company and all other legal documentations required to perfect the Joint Venture Agreement such fee shall however not be more than Zero point Five (*.* %) of the sum of One Billion US Dollars (USD *,*,*,*.*). For the avoidance of doubt this fee shall cover the legal services rendered by local lawyers to both parties. Such shall be paid by the CCPLC/CCFZE first and be reimbursed by the JVCO . *.*. a. To assist with the modalities of raising funds for CAGL’s investment in the JVCO, CCPLC/CCFZE shall pay up to USD *,*.* (Two Hundred Thousand Dollars) to Heller &Associates in accordance with the payment terms below. i. The Sum of Fifty-Two Thousand Dollars (USD52,*.*) as an initial fee after countersignature of the Engagement Letter. ii. At the end of Phase *, the remaining fees for that Phase plus half the estimated fees for Phase * at the sum of One Hundred Thousand Dollars (USD100,*.*). iii. At the end of the project, the remaining fees for the second phase of the project at the sum of Forty-Eight Thousand United States Dollars. b. The total sum of Two Hundred Thousand Dollars (USD *,*.*) paid to Heller & Associates by CCPLC/CCFZE shall be reimbursed by the JVCO at the first draw funds. *.*. CAGL shall pay the Banker/Underwriter for the Bond Issue, and such amount shall be reimbursed by the JVCO at the draw down of funds. Article *.*. COUPON/INTEREST ON BOND: *.*. As the Bond is to be issued by CAGL, the JVCO shall pay the coupon/interest on the Bond as it becomes Due and Payable and shall recoup these payments against the Fifty-One percent (*%) portion of the profit to be earned by CAGL. Article *.*. FISCAL YEAR: *.*. The fiscal year of the JVCO for both accounting and tax purposes shall end on December * of each year. Article *.*. CAPITAL CONTRIBUTIONS AND DUTIES OF MEMBERS: *.*. All Capital Contributions shall be credited to the JVCO Project Account and each Party shall be responsible of their duties as follows; S/N MEMBERS / PARTIES CONTRIBUTIONS AND DUTIES *. CENTENARY CITY PUBLIC LIMITED COMPANY THROUGH CENTENARY CITY FREE ZONE ENTERPRISE CCPLC/CCFZE shall be responsible for the following: a. Provide the land for the construction and development of the Centenary Economic City Free Zone (“Project site”). b. Grant right of access to the Project Site to CAGL for the joint development and construction of the Project. c. Obtain the necessary land use approvals, building plan approvals, environmental approvals and other related government permits/approvals required for the development of the Centenary Economic City. d. Secure the project site free from all encumbrances and ensure that the project site remains available for construction and development at all times. e. In conjunction with CAGL and through the JVCO, provide housing designs/building plans for the Project, encompassing the architectural designs, infrastructural and landscape drawings. f. Provide necessary particulars for the registration of the Joint Venture Company. g. Shall lead in providing the required project’s accounts with reputable International Nigerian bank(s), in a satisfactory manner that includes permits and approvals to receive and repatriate any offshore funds and according to the article of this Agreement on JVCO’s account. h. Take responsibility for all local issues of whatever nature. i. Appoint the Managing Director and Executive Director of Legal of the Joint Venture Company. *. CARSON ASIA GROUP LIMITED CAGL shall be responsible for the following: a. First Funding phase of the Project as follows; i. by raising One Hundred and Fifty Million United States Dollars (USD *,*,*.*) from personal funds and Three Hundred and Fifty Million United States Dollars (USD *,*,*.*) from the funding from other equity investors within forty (*) man-days of signing this JVDA provided that where it becomes difficult to attract the other equity investors within the agreed * man-days, CAGL shall provide the sum of Five Hundred Million United States Dollars (USD *,*,*.*). ii. By raising the sum of five Hundred Million Dollars (USD *,*,*.*) and an additional Two Hundred Million United Stats Dollars (USD *,*,*.*) in the case of an overrun through a Bond Issue, to be disbursed to the Joint Venture Company Project Account. b. Together with CCPLC/CCFZE through the JVCO, provide housing designs/building plans for the Project, encompassing the architectural designs, infrastructural and landscape drawings. c. Provide necessary particulars for the registration of the Joint Venture Company. d. Carson Asia Group Limited shall appoint the CFO and COO of the Joint Venture Company. *.*. All Parties shall make their contributions fully and on a timely manner for the smooth operations of the JVCO. *.* Duties of Parties may be amended, from time to time, by the decision of the Board provided that Parties interests are not affected. Article *.*. WITHDRAWAL OF CAPITAL CONTRIBUTIONS: *.*. Except to the extent that a Party shall be entitled to a distribution of cash, profit share or other property in accordance with the terms of this Agreement, no Party shall be entitled to withdraw any part of its Capital Account or to receive any distribution from the JVCO, except upon dissolution of the JVCO. In no event shall a Party be entitled to demand and receive property other than cash, except as may be specifically provided herein. No Party will have the right to demand or withdraw any part or portion of its Contribution(s) without unanimous resolution of the Board.. *.*. The Parties shall not be personally liable for the return of all or part of the Contributions of each Party except otherwise stated or provided in this Agreement. Article *.*. PROFITS AND LOSS ACCOUNTS : *.*. Subject to other provisions of this Agreement, the net profits and losses of the JVCO, for accounting purposes shall be distributed between the Parties and according to the following schedule; S/N MEMBERS / PARTIES PROFIT AND LOSS PERCENTAGES *. CCPLC/CCFZE Forty Nine Percent (*%) *. CAGL Fifty One Percent (*%) *.*. Before any Profit from the current year of the JVCO is distributed to the Parties, all losses from previous year must be resolved by the Parties. *.*. In the event of a default under this Agreement, the defaulting Party agrees to indemnify the other Parties against any loss or liability exceeding the percentages set forth in this Agreement or for any liability or loss directly resulting from the default. *.*. No Party shall have any right to compensation solely due to his contribution to the JVCO, except to share in the net profits as provided herein unless otherwise provided in this Agreement. Article *.*. JOINT VENTURE COMPANY BANK ACCOUNTS: *.*. The Joint Venture Company accounts shall maintain the following. , a. THE PROJECT ACCOUNT: This shall be a Dollar account which shall be used to receive all offshore investments funds in accordance with agreed tranches in United States Dollars. It shall be decided at the meeting(s) of the Board of Directors if any money standing to the credit of the JVCO in this account shall be fixed and interest accruing thereto shall be regarded as income for the JVCO. b. THE DEVELOPMENT AND OPERATIONSACCOUNTS: There shall be another Dollar and Naira currencies accounts, where amounts approved for utilization by the Joint Venture Company shall be transferred to from the Project’s Account. *.*. The Management of the Joint Venture Company shall in a resolution mandate two signatories to the Project Accounts. *.* The Board shall in a resolution mandate two signatories in which the Executive Director of Finance and the Managing Director shall be a mandatory signatory at all times for the operation of the Development and Operations Accounts. *.*. All funds of the JVCO shall be held and deposited in the name of the JVCO, in an account or accounts designated by the Executive Management of the JVCO as would be approved by the Board of Directors and will not be commingled with those of any other person or entity. *.*. Cheques or any financial instrument shall be issued and drawn on the JVCO account or accounts only for purposes of the JVCO business and shall be signed by the persons that the Parties designate. *.* The Management may on the approval of the Board open and operate other bank accounts as may be necessary for smooth operation of the JVCO. Article *.*. PERMITS AND APPROVALS NEEDED FOR RECEIPT OF OFF-SHORE FUNDS: *.*. The JVCO and CCPLC/CCFZE shall obtain and provide all necessary permits, approvals needed to successfully receive offshore funds required for projects’ financings. CCPLC/CCFZE shall lead in this responsibility and at the cost of the JVCO. Article *.*. PERMITS, APPROVALS AND COMFORTS NEEDED FOR REPATRIATIONS OF CAGL’S FUND TO ANY SAFE OFF-SHORE DESTINATIONS: *.*. The JVCO and CCPLC/CCFZE shall obtain and provide all necessary permits, approvals from the Central Bank of Nigeria or any relevant authorities needed to assist CAGL to successfully repatriate any fund recouped or to be derived from the proposed investments or Project(s). Article *.*. BOOKS AND RECORDS OF ACCOUNTS: *.*. Accurate and complete books of accounts of the transactions of the JVCO shall be kept in accordance with generally accepted accounting principles (GAAP) to be approved by the Board at all reasonable times will be available and open to inspection and examination by each Party or his representative with access to the JVCO books and records at all reasonable times during business hours at the principal office of the JVCO. *.*. The books and records of the JVCO will reflect all the JVCO’s transactions and will be appropriate and adequate for the business conducted by the JVCO. The books and records shall include the identity and nature of any property in which the JVCO owns a beneficial interest. These records shall include, but shall not be limited to, a statement of the ownership and nature of real, personal, and mixed property or the interest of the JVCO in that property, as well as the form in which the title to that property is recorded and maintained, whether in the name of the JVCO or in the name of one or more designated Parties without designation of the JVCO. *.* The books and records of the JVCO shall be reviewed annually at the expense of the JVCO by a certified public accountant selected by the Board. The selected accountant shall (i.) annually prepare and deliver to the JVCO, for filing, the appropriate tax return and all schedules to those returns, and (ii.) within 90 days following the end of each fiscal year of the JVCO deliver to each Party financial statements of the JVCO including balance sheets, profit and loss statements, and statements showing allocations and distributions to each Party. Article *.*. ADJUSTMENTS TO REFLECT BOOK VALUE: *.*. The Capital Accounts of the Parties shall be adjusted in accordance with the Party’s Treasury Regulations from time to time as a result of the allocation to such Capital Accounts of Depreciation, Amortization, and Gain and Loss as computed for book purposes with respect to the JVCO Property. Article *.*. VALUATION OF ASSET: *.*. In the absence of a written agreement, setting up a value, the value of the JVCO shall be determined based on the fair market value appraisal of all the JVCO’s assets less (liabilities) in accordance with the general acceptable accounting principles (GAAP), by an independent accounting firm approved by the Board. An appraisal shall be appointed with a reasonable period of the date of withdrawal or dissolution. The results of the appraisal shall be binding on the Parties. A withdrawing Party’s interest shall be based on the proportion of their respective equity or shares less the outstanding liabilities the Party may have in the JVCO. The intent of this section is to ensure the survival of the JVCO regardless of the withdrawal of any individual Party. *.*. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except where those assets have been reflected in the JVCO books immediately prior to valuation. Article *.*. TRANSFER OF PARTY’S INTEREST: *.*. The rights and obligation of a Party are not unique to this JVCO and may be assigned with the consent of the other Parties provided such consent shall not be unreasonably withheld. *.*. No assignment or transfer of a defaulting Party’s Interest as provided in this Agreement shall relieve the defaulting Party from any liability for outstanding indebtedness, liabilities, liens, or obligations relating to the JVCO that may exist on the date of the assignment or transfer. The default of any Party under this Agreement shall not relieve the other Parties from their indebtedness, liens, liabilities, and obligations under this Agreement. *.*. A Party may agree to assist the other Party to this Agreement in the event of default of any term of this Agreement. Any advancement or payment made under that agreement shall be secured by a lien on the Interest of the defaulting Party in the JVCO. The lien may be foreclosed by the Managing Party at the option of the assisting Party. Article *.*. INVESTMENT OR FUNDS INSURANCE: *.*. The JVCO shall insure all its assets against loss where reasonable and standard practice in the industry. *.*. Where there will be contractors, the JVCO shall request a Performance Bond or Insurance Guarantees by CAGL. Article *.*. LIABILITY: *.*. No Party shall be liable to the JVCO or to any other Party for any error in judgment or fault by another Party, or any act or failure to act made in good faith. However, the Party shall be liable for any and all act resulting from gross negligence or willful misconduct. Article *.*. DIRECTORS AND OFFICERS LIABILITY INSURANCE: *.*. The JVCO may acquire insurance on behalf of any of its members, employee, agent or other person engaged in the business interest of the JVCO against any liability asserted against them or incurred by them while acting in good faith on behalf of the JVCO. Article *.*. ADMITTING NEW MEMBERS: *.*. New Members may be admitted into the JVCO, only with the unanimous approval of the Board. The new Members shall agree to be bound by all covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member shall execute such documents as are needed or required for this admission. Any new Member shall receive interest as would be offered by any Parties in the form of shares or equity. Article *.*. DISASSOCIATION OF A PARTY: *.*. When a Party is in breach of this Agreement and that Party has not remedied the breach on notice from the JVCO and after thirty (*) days period, the other Parties shall have the right to terminate this Agreement with regards to the defaulting Party (an “Involuntary Withdrawal”) and take whatever legal action necessary to protect the interest of the JVCO. *.*. If the JVCO is harmed as a result of a Party’s action, or failure to act, the Party shall be liable for that harm. If more than one Party is at fault, then they shall be jointly and severally liable for that harm. *.*. Each Party shall indemnify the other Party against all losses, costs and claims that may arise in the event of the JVCO being terminated as a result of the breach of this Agreement by that Party. *.*. If a Party is placed in Bankruptcy or withdraws voluntarily from the JVCO or if there is an operation of law against the Party, the other Parties shall proceed with the JVCO. *.*. Distribution of any amount owing to a disassociated Party shall be made according to the percentage of Equity or Shares ownership as described in the JVCO’s valuation of Interest report or as otherwise maybe agreed in writing. Article *.*. DURATION AND TERMINATION OF THE JOINT VENTURE DEVELOPMENT AGRREEMENT (JVDA): *.* JVDA shall become effective on the commencement date stated above and shall only expire at a date jointly agreed by the Parties in writing or any further date as may be extended by the Parties, unless there is a sooner termination as provided herein. *.*. This JVDA may be terminated by a majority vote of the Parties. *.*. Any representation and warranty made by either party in this JVDA turns out to have been materially incorrect when made and it is of such that the ability to perform their obligations under this JVDA is materially and adversely affected. *.* CAGL fails to inject required minimum funds and investments in tranches amounting to One Billion US Dollars (USD *,*,*,*.*) according to the Project *.* Majority vote by Parties to dissolve the JVCO. *.* The Term provided for in this Agreement expires. *.* On satisfaction of the Purpose. Article *.*. JVCO DISSOLUTION AND LIQUIDATION: *.*. The JVCO shall be dissolved upon expiration or termination of the JVDA. *.* On dissolution, the JVCO will be liquidated promptly and in a timely manner. *.*. On the Liquidation of the JVCO, the asset, distributions of any amount to the Parties shall be made in proportion to their respective shares or as otherwise may be agreed in writing by the Board of Directors. Article *.*. DEATH OF A PARTY’S REPRESENTATIVE ON THE BOARD: *.*. In the event of the death of any Party’s representative, the JVCO shall be continued with the heirs, assigns, or successor and given all rights and privileges to continue in the estate of the deceased Party in the JVCO. Article *.*. LOCAL CONTENT: *.*. The JVCO and CCPLC/CCFZE shall facilitate, obtain and provide all necessary local contents requirements needed for proper implementation of the project’s different phases. Article *.*. VISAS, WORK PERMITS AND PERMANENT RESIDENT STATUS: *.* The JVCO shall facilitate, obtain and provide all required visas, work permits and permanent resident status for CAGL’s Team as at when necessary. Article *.*. JURISDICTION: *.*. This Agreement shall be construed and governed by the Laws of the Federal Republic of Nigeria and the Nigerian courts where the subject matter of the JVDA is located. Article *.*. MEDIATION AND ARBITRATION: *.*. In the event, a dispute arises out of, or in connection, with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation. *.*. If the dispute is not resolved within a reasonable period, then any or all outstanding issues shall be submitted to mediation in accordance with any statutory rules of mediation. If Mediation is not successful in resolving the entire dispute, any outstanding issue shall finally be submitted to arbitration under the rules of the International Chamber of Commerce by three arbitrators appointed in accordance with the said rules which rules shall be deemed to be incorporated into this Agreement by reference to this clause. The seat of arbitration shall be London. The arbitration proceedings shall be in English. The Parties agree that the arbitration award shall be final and binding on both Parties and subject to no appeal. The arbitral tribunal shall have jurisdiction to look into all matters related to the dispute including allocation of arbitration costs. Article *.*. ATTORNEY’S FEES FOR ENFORCEMENT OF CONVENANTS IN THE JVDA: *.*. In the event that it becomes necessary for any Party entitled hereunder to bring suit against any other Party to this Agreement for enforcement of the covenants herein contained, the Parties hereby covenant and agree that the Party who is found to be in violation of said covenants shall also be liable for all reasonable Attorney’s fees and costs of court incurred by the other Parties hereto. Article *.*. BENEFIT: *.*. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. Article *.*. FURTHER OR EXTERNAL BUSINESS RELATIONSHIP: *.*. This Agreement does not prevent or invalidate any existing or future business relationship, CCPLC and/or CCFZE may or shall have independent of CAGL, or CAGL shall have independent of CCPLC and/or CCFZE. Article *.*. PROJECT LAND TITLES, PLEDGE AND LEGAL MORTGAGE: *.*. CCPLC/CCFZE shall obtain and provide all necessary and valid permits, approvals on the *,*.* hectares of land in Abuja. *.*. CCPLC/CCFZE shall pledge the entire *,*.* hectares of land free from encumbrance as part of its equity contribution for the actualization of the proposed Centenary City project and benefits of all parties. *.*. The title of the entire land must be secured and all government certification thereto. *.* CCPLC/CCFZE shall offer the CAGL a deed of legal mortgage as security for its investment in the Project. Article *.*. MODIFICATION: *.*. Parties agreed not to modify, without prior consent, any document, data or information supplied by the other Party or Parties and respective Party shall keep the Party informed of the progress of every Project and, at each Party's request; it shall make available a copy of all letters, emails or any other documents concerning any project to be contemplated. *.*. Any substantial adaptation or modification of any project as it is to submit in the initial proposal shall be negotiated in good faith by the Parties. *.*. Notwithstanding the aforementioned, any adaptation or modification concerning the work packages shall be accepted by Parties only with the prior written agreement of the other Party concerned. Article *.*. INDEMNIFICATION: *.*. Each Party shall be indemnified and held harmless by the JVCO from damages relating to the Party’s participation in the JVCO’s affairs except where such harm or damages results from gross negligence or willful misconduct on the part of the Party. Article *.*. FORCE MAJEURE: *.*. A Party will be free of liability of the JVCO where the Party is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure and the Party has communicated the circumstance of that event to all Parties with proof that it has taken any and all appropriate action to mitigate that event. Force Majeure shall include, but not be limited to, earthquake, typhoon, flood, fire and war or any other unforeseen and uncontrollable event. Article *.*. CONFIDENTIALITY: *.*. Except as required by law or as is necessary for the performance of its obligations under this Agreement, no Party shall directly or indirectly disclose to any other person other than as provided hereafter, or use or permit to be disclosed or used for any purpose other than a purpose contemplated by this Agreement or as a consequence of any direction given pursuant to this Agreement and its terms or discussions between the Parties or any information that may be acquired by a Party under or for the purposes of this Agreement and each Party must keep all such information confidential, except where publicly available. A disclosure of confidential information without the consent of the other Party shall constitute a breach of this Agreement. *.*. All such confidential information shall be restricted explicitly to parties, employees, agents, and advisors thereof on a need-to-know basis only for the purposes and implementation of the envisaged co-operation under this Agreement and each such person shall be bound by strict terms of confidentiality and non-disclosure as provided herein. *.*. In case of any breach of the confidentiality obligations herein, the Party breaching the confidential relationship shall indemnify the other person for any losses or liabilities arising as a result of such breach. *.*. In the event the Receiving Party becomes legally compelled to disclose any confidential information, Receiving Party shall provide the Disclosing Party with prompt prior written notices of such requirement, so that the Disclosing Party may seek a protective order or other by appropriate remedy. *.*. This section shall survive for five years after the expiration or termination of this Agreement or dissolution of the JVCO. Article *.*. LANGUAGE: *.*. The Parties expressly state that English shall remain the language of choice for this Agreement and all other notices or Agreements required by the JVCO. Article *.*. NOTICES: *.*. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back; (iii) three (*) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid or by email with evidence of delivery; to the Joint Venturers or Members at their respective addresses shown below. or (iv) one (*) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above and stated here below. *.* Any party hereto may change its address upon ten (*) days’ written notice to any other party hereto). a. Business Address and Contact of CCPLC/CCFZE The Managing Director Centenary City Free Zone Enterprise Airport road Wawa District, Abuja – Federal Capital Territory, Nigeria. +* * b. Business Address and Contact of CAGL President/CEO Carson Asia Group Limited *-*,*/F, Hollywood Plaza, * Nathan Road, Mong KOK, Kowloon, Hong Kong Phone:… Article *.*. REPRESENTATIONS AND WARRANTIES: *.*. All Parties represent and warrant that they have all authority, licenses and permits to execute and perform this Agreement and their obligations under this Agreement and that representative of each Party has been fully authorized to execute this Agreement. *.*. Each Party Warrant that this Agreement is not in violation of any, and all Agreements and constitutional documents of all Parties. Article *.*. NON-CIRCUMVENTION: *.*. The Parties personally and corporately commit themselves not to reveal and not to use, for their own exclusive benefit, information or business contacts arising from the present (“Rules and Regulations” as of the contract “Non-Circumvention, Non-Disclosure”). The commitment is binding for the heirs, successors, employees, associates, participations or related companies, consultants or whomever may have a business relation with any of the Parties committed in this clause and available for as long as the Projects exist from the execution of this JVDA. Article *.*. WAIVER: *.*. No course of dealing on the part of any Party hereto or its agents, or any failure or delay by any such Party with respect to exercising any right, power or privilege of such Party under this Agreement or any instrument referred to herein shall operate as a waiver thereof, and any single or partial exercise of any such right, power or privilege shall not preclude any later exercise thereof or any exercise of any other right, power or privilege hereunder or thereunder. Article *.*. CUMULATIVE RIGHTS: *.*. The rights and remedies of any Party under this Agreement and the instruments executed or to be executed in connection herewith, or any of them, shall be cumulative and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy. Article *.*. PERFECTION OF AGREEMENT: *.* The Parties hereto shall do all other acts and things that may be reasonably necessary or proper, fully or more fully, to evidence, complete or perfect this Agreement, and to carry out the intent of this Agreement. Article *.*. COVENANT OF GOOD FAITH: *.*. Parties shall use their best efforts, fairly and in good faith to facilitate the success of the JVCO. Article *.*. GENERAL: *.*. The Parties shall carry and assume sole responsibility for their obligations to third persons if not stipulated in additional agreements annexed to this Agreement. *.* The Parties agree that the services of the consultants that designed the Project shall be retained. *.* Time is of the essence in this Agreement. *.* This Agreement shall be executed in counterparts, each of which shall be deemed to be an original agreement, but the two counterparts shall together constitute one and the same instrument. *.*. Headings are inserted for convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in singular mean include the plural vice versa. Words in the masculine gender includes the feminine gender and vice versa. Words in the neuter gender include the masculine gender and feminine gender vice versa. *.*. If any term, covenant, conditions or provisions of this Agreement is held by a court of competent jurisdiction to be in valid, void or unenforceable, it is the Parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provision of this Agreement will in no way be, affected, impaired and invalidated as a result. *.*. This Agreement contains the entire Agreement between the Parties. All negotiations, understandings of basic terms have been included in this Agreement. Statements or representations which may have been made by any Party in the negotiation stages of this Agreement may in some way be inconsistent with the final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties. *.* The word “Parties” shall represent each corporate entity or party that forms the joint venture partnership. *.* This Agreement and the terms and conditions contain in this Agreement applies to and are binding upon the Party’s heirs, assigns, successors, executors, administrators, beneficiaries and representatives. *.* Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven days after being place in the post, postage paid or by e-mail, to the Parties at the addresses contained in this Agreement or as Parties may later designate in writing. *.* All of the rights, remedies and benefits provided by this Agreement shall be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law. Article *.*. SATISFACTORY FULFILLMENT: *.*. This Agreement is specifically subject to satisfactory fulfillment, in the discretion of the Parties. *.*. The Parties shall utilize best efforts to work diligently and in good faith to complete any approved and agreed jointly promoted project. Article *.*. DEFINITIONS: *.*. For the purpose of this Agreement, the following terms are defined as follows. *.*. “Capital Contribution” The capital contribution to the JVCO made by the Parties, including property such as land, cash and additional capital contribution made. *.*. “Majority Vote/Approval/Consent” shall be majority as defined in section * Companies and Allied Matters Act (*). *.*. “Operation of Law” shall mean the right or duties that are cast upon a party by law, without act or agreement on the part of the individual including but not limited to an assignment for the benefit of creditors, a divorce or a bankruptcy. *.*. “Profits and Losses” shall mean the net profits or net losses of a JVCO as calculated for taxes or costs purposes shown on its books of account. Profits and losses shall be less of all expenses, depreciation and such other charges or additions as are appropriate. Profits and losses are fixed by the JVCO’s fiscal year. Article *.*. ENTIRE AGREEMENT: *.*. This instrument with the annextures contains the entire Agreement of the parties and may not be changed orally, but only by an instrument in writing signed by the Parties against whom enforcement of any waiver, change, modification, extension, or discharge is sought. IN WITNESS whereof the Parties hereby set their respective seal and hand the day and year first above written. The Common Seal of the within named CENTENARY CITY PLC and CENTENARY CITY FREE ZONE ENTERPRISE is herein affixed in the presence of _____________________ COMMON SEAL ___________________________ _______________________ MANAGING DIRECTOR COMPANY SECRETARY O. IKE MICHAELS, JR. The Common Seal of the within named CARSON ASIA GROUP LIMITED is herein affixed in the presence of ___________________ COMMON SEAL __________________ __________________________________ PRESIDENT/CEO DIRECTOR/COMPANY SECRETARY LY CAM MINH (JONATHAN) DR. SANTOKH SINGH

i am the owner of centenary city, review this agreement and give me the problems you see in this agreement " JOINT VENTURE DEVELOPMENT AGREEMENT FOR THE FUNDING AND DEVELOPMENT OF CENTENARY ECONOMIC CITY FREEZONE IN ABUJA, NIGERIA. BETWEEN CENTENARY CITY PUBLIC LIMITED COMPANY(CCPLC) THROUGH ITS SUBSIDIARY CENTENARY CITY FREE ZONE ENTERPRISE(CCFZE) AND CARSON ASIA GROUP LIMITED (CAGL) JOINT VENTURE DEVELOPMENT AGREEMENT This Joint Venture Development Agreement (hereinafter, the "JVDA") is made this………..day of ………………., * (hereinafter, the “Commencement Date"), BETWEEN CENTENARY CITY PUBLIC LIMITED COMPANY (CCPLC) a public company incorporated under the Companies and Allied Matters Act *, laws of the Federal Republic of Nigeria, with RC No.* , and having its registered place of business at 17A Wumego Crescent Lekki Phase *, Lagos, Nigeria (hereinafter referred as to the “Land Owner”) through its wholly owned subsidiary CENTENARY CITY FREE ZONE ENTERPRISE), a Free Zone Enterprise established in * under the Nigeria Export Processing Zones Authority (NEPZA) Act Cap. N107 Laws of the Federal Republic of Nigeria * with RC No: *, having its registered office at Off Airport Road, Wawa District, Abuja, Federal Capital Territory Nigeria. (hereinafter referred to as “CCFZE” which expression shall where the context so admits include its successor’s-in-title, legal representatives, administrators, and assigns) of the FIRST PART AND CARSON ASIA GROUP LIMITED incorporated on December *, *, with Registration Number *, having its registered office at *-*,*/F, Hollywood Plaza, * Nathan Road, Mong KOK, Kowloon, Hong Kong (hereinafter referred to as “CAGL” which expression shall where the context so admits include its successors-in-title, legal representatives, administrators, and assigns) of the SECOND PART. CENTENARY CITY PUBLIC LIMITED COMPANY (CCPLC) through its subsidiary CENTENARY CITY FREE ZONE ENTERPRISE (CCFZE), and CARSON ASIA GROUP LIMITED (CAGL), shall collectively be referred to as “Parties”. WHEREAS; A. Centenary City Plc (CCPLC) is a company established through a private sector effort and funding to undertake the development of the Centenary Economic City Free Zone (CECFZ) (hereinafter referred to as “Project”) pursuant to the initiative of the Federal Government of Nigeria. Centenary City Plc (CCPLC) is the Owner of the land and other assets of the Project. B. Centenary City Free Zone Enterprise (CCFZE) is a wholly owned subsidiary of Centenary City Plc (CCPLC) and the Master developer of Centenary Economic City Free Zone (CECFZ). C. Centenary Economic City Free Zone is a World Class Master Planned City designed to work in harmony with nature covering about * hectares of land located about 8km to the Nnamdi Azikiwe International Airport and 22km to the Abuja metropolis. It is a legacy project of the Nigeria Centenary celebration, acknowledging the Country’s forward-thinking approach to urban development and its unique national cultural heritage as well as tourism, leisure, recreation, and commercial developments. The city district is centered on the principles of sustainable smart inter-connected urban development. D. Carson Asia Group Limited is a company that excels in straightforward personal attention with all due necessary care tailored to the specific requirements of a diverse range of major projects. With a well-established global reputation, it has continued to offer its lending services to major projects around the world. E. Centenary City Plc through Centenary City Free Zone Enterprise has approached Carson Asia Group Limited for the purpose of raising USD *,*,*,*.* (One Billion United States Dollars) financing of part of the Project Infrastructure. F. In furtherance of this objective, the Parties have agreed to collaborate and establish a Joint Venture Development Company (hereinafter referred to as “JVCO”) for the funding and development of the Centenary Economic City Free Zone for the mutual benefit of the Parties. G. This Agreement sets out the terms and conditions governing the partnership between the Parties and the JVCO. H. The Parties shall encompass any affiliated entity (ies) appointed by each Party, to execute all necessary documents, transfer funds for projects’ executions and perform necessary actions related to the Agreement. NOW THEREFORE in consideration and as conditions of the Parties entering into this Agreement on the basis of mutual covenants, promises, warranties and other good and valuable consideration, the receipt and sufficiency of consideration being acknowledged and set forth herein, the Parties hereby agree as follows. Article *.*. FORMATION: *.*. By this Agreement, the Parties enter a joint venture in the form of a general partnership in accordance with the business and corporate laws of the Federal Republic of Nigeria. For and in consideration of the mutual covenants contained in this Agreement, the Parties hereby form, create, and agree to associate themselves in a Joint Venture Company, referred to in this Agreement as the “JVCO.” Following the execution of this Agreement, the Parties shall execute or cause to be executed and filed any documents and instruments with any appropriate authorities that may be necessary or appropriate to comply with all requirements for the formation and operation of a Joint Venture Company in the Federal Republic of Nigeria. The rights and obligations of the Parties in relation to the JVCO shall be stated herein and in the MEMART of the JVCO. Article *.*. JOINT VENTURE COMPANY (JVCO) NAME: *.*. The activities and business of the joint venture shall be carried out through a Joint Venture Company “JVCO” created and registered by the Parties under the name “Centenary Carson Free Zone Enterprise” which is structured to preserve the separate corporate identities of each Party to this Agreement. *.* The Joint Venture Company shall be created and registered upon signing this Agreement, and the cost of such registration under the relevant Nigerian Governing Law shall be borne by the JVCO. Article *.*. PROJECT SCOPE: *.*. Provision of Infrastructure to and Development of the Centenary City Project. Article *.*. PROJECT LOCATION: *.*. Located on Airport Road, about 8km to the Nnamdi Azikiwe International Airport and 22km to the Abuja metropolis, Federal Capital Territory of Nigeria. Article *.*. INVESTMENTS/CONTRIBUTIONS OF THE PARTIES: *.*. CCPLC/CCFZE shall contribute the project land of *,*.* hectares (said to be free from encumbrance) valued at the sum of One Billion United States Dollars (USD1,*,*,*.*). *.* CAGL shall contribute the first required amount for the Project infrastructure and activation at the sum of One Billion Dollars (USD *,*,*,*.*) as follows: a. Five Hundred Million United States Dollars (USD500,*,*.*) equity free from fees and coupons. b. Five Hundred Million United States Dollars (USD500,*,*.*) with a possible addition of Two Hundred Million United States Dollars (USD200,*,*.*) in the case of an overrun, to be raised through a Bond Issue, the coupon of which shall be paid by the JVCO and recouped from CAGL return on investment. Article *.*. TOTAL REQUIRED PROJECT AMOUNT: *.*. Eighteen Billion, Five Hundred Million United States Dollars (USD *, *, *, *.*) is required as the overall and total project amount with injections or disbursements of funds spanning a maximum of ten years for construction, development and operations. The aforementioned sum covers cost of; a. Infrastructure at One Billion, Five Hundred Million United States Dollars (USD *,*,*,*.*) b. City Development at Seventeen Billion United States Dollars (USD *,*,*,*.*). *.* Fund Utilization: CAGL shall provide the sum of One Hundred and Fifty Million United States Dollars (USD *,*,*.*) for the phase one development of the project and shall raise the sum of Three Hundred and Fifty Million United States Dollars (USD *,*,*.*) from the funding from other equity investors within forty (*) man-days of signing this JVDA provided that where it becomes difficult to attract the other equity investors within the agreed * man-days, CAGL shall provide the total sum of Five Hundred Million United States Dollars (USD *,*,*.*) for the phase one development of the project. CAGL shall not later than one year from the completion of the raised of the first tranche of Five Hundred Million United States Dollars (USD500,*,*.*) with a possible addition of Two Hundred Million Dollars (USD *,*,*.* in the case of an over run) through a Bond Issue culminating to a total investment of One Billion United States Dollars (USD *,*,*,*.*) OR One Billion Two Hundred Million United States Dollars (USD *,*,*,*.*) to be used as follows; a. The first tranche Five Hundred Million Dollars (USD500,*,*.*) shall be used for; i. Detailed Engineering Designs ii. Fees i.e. (Financial Adviser, Legal, Facilitation) iii. Phase * Infrastructure iv. River Training v. Resettlement vi. Grove Residences vii. City Gate. viii. And any other activation project the Board may approve. b. The second tranche of Five Hundred Million Dollars (USD500,*,*.*) to Seven Hundred Million United States Dollars (USD700,*,*.*) shall be used for; i. Continuation of Infrastructure ii. Safari Park iii. Business Hub iv. Public Buildings v. Golf & Polo Courses. vi. And any other project the Board may approve. c. In the case that after the injection of the first tranche of Five Hundred Million Dollars (USD500,*,*.*), the business become self-sustaining to the extent that the second tranche of Five Hundred Million Dollars (USD500,*,*.*) or more is not needed, the JVCO shall hold/record the balance sum of Five Hundred Million Dollars (USD500,*,*.*) as Debt against CAGL, which Debt shall be recouped from CAGL share of profit/dividend before CAGL can be entitled to any dividend payout. d. However, MESSER Carson undertakes that if need be and the Bond issues is not successful within Two (*) months, that Carson shall pay up the said tranche of Five Hundred Million Dollars (USD500,*,*.*). e. CAGL shall have the liberty to make further investment(s) on any other component(s) of the Project on its own or in continuous partnership with CCFZE after the initial complete injection of USD *,*,*,*.* (One Billion US Dollars). *.* Mitigation of CAGL’s Risk: CCPLC/CCFZE shall offer CAGL a deed of legal mortgage over the Project Land as security for its investment. Article *.*. PURPOSE OF THE JOINT VENTURE COMPANY: *.*. The general purposes of the JVCO (the “Purpose”) are to invest / fund, develop, buy, sell, operate and manage the Project. This shall include any additions thereto or any other property which may be acquired by the JVCO and to have and exercise all of the powers to engage in any lawful business related or incidental to any of these purposes. The JVCO shall not engage in any business without the approval of the Board. Article *.*. MODEL OF FINANCING: *.*. Equity Investment/Joint Venture. Article *.*. OWNERSHIP OF JVCO PROPERTY: *.*. All real or corporate property, acquired by the JVCO shall be owned by, and in the name of the JVCO. Each Party expressly waives the right to require partition of the JVCO Property or any part of it except bought and sold to, by the approval of the JVCO Board of Directors. The Parties shall execute any documents that may be necessary to reflect the JVCO’s ownership of its assets and shall record the documents in the public offices that may be necessary or as approved by the Board. Article *.*. PLACE OF BUSINESS: *.*. The principal office of the business of the JVCO shall be located at Airport Road, Wawa district, Abuja – Federal Capital Territory, Nigeria or such other place as the Parties may feel from time to time to designate. Article *.*. MAILING ADDRESS: *.*. The mailing address of the JVCO shall be Airport Road, Wawa District, Abuja – Federal Capital Territory, Nigeria or such other place as the Members may feel from time to time to designate. Article *.*. TERM: *.* The duration of this JVCO (the “Term”) will begin on the date this Agreement is signed by the Parties and continue in full force until the occurrence of the following event. a. Selling of interest(s) in the JVCO to a third party. b. Liquidation or dissolving of the Joint venture Company by the unanimous consent of all Parties. Article *.*. EQUITY OR SHARES HOLDING PERCENTAGES OF THE PARTIES IN THE JOINT VENTURE COMPANY (JVCO): *.* . S/N MEMBERS / PARTIES EQUITY / SHARES PERCENTAGES *. CENTENARY CITY PLC THROUGH CENTENARY CITY FREE ZONE ENTERPRISE Forty Nine Percent (*%) *. CARSON ASIA GROUP LIMITED Fifty One Percent (*%) *.* Each Party shall own and hold equity or shares percent interest (the “Interest”) in the JVCO as stated above. Each Party is entitled to share in the JVCO’s s items of income, profit, loss, deduction, credit, and cash available for distribution pursuant to its Interest as described in this Agreement. Such Interest is to be subject to all of the terms and conditions of this Agreement. *.* For purposes of further investment in the Project, parties may resolve to defer their capital recoveries. *.* The above shareholding structure shall go into effect with registration at the relevant Governing Body immediately after this Agreement and evidence of receipt of the Investment funds into the Project account in Nigeria. Article *.*. BOARD OF DIRECTORS: *.* A Board of Directors (the “Board of Directors”) for the JVCO is established by this Agreement. The Board of Directors will have the full authority to bind the Parties in all matters relating to the directions, control and management of the JVCO Conduct and actions of the Board of Directors will be dictated by the policy and procedure established by the Parties. Except otherwise provided in this Agreement, the individual directors (individually the “Director” or collectively the “Directors”) will be appointed based on the quota or numbers of Directors allocated to each Party and unilaterally by each Party’s team. All Directors will have the primary duty to the best interest of the JVCO. *.* The Board of Directors will decide all necessary issues concerning the JVCO. Unanimous approval will be required where indicated in this Agreement. Any other matter not dealt in this Agreement will require the approval of a Majority vote. *.* The “Chairman”, a position to be nominated by CAGL, in this case, Jonathan Ly, who shall be the Chairperson of the “Board of Directors”. *.* The “Co-Chairman”, a position to be nominated by CCPLC/CCFZE, who shall be the Co-Chairperson of the “Board of Directors”. *.* The Chairman and the Co-Chairman shall jointly lead the Board. *.* If the Chairman is unable to fulfill his role for any reason, the Co-Chairman shall lead the Board and vice versa. Where the Chairman and Co-Chairman are both unable to fulfill their roles for any reason, any other Director shall temporarily lead the JVCO. *.* The Party with the Majority equity / shares shall always assume the position of the Chairperson of the Board and the Term of the Chairman and Co-Chairman shall remain permanent and continually with heirs, successors or assigns as appointed officer. *.* The Board shall appoint a Project Facilitator and approve funds as appropriate for this purpose. *.* NUMBERS OF APPOINTMENTS ON THE BOARD OF DIRECTORS OF THE VENTURE: The Joint Venture Company shall have four directors each from CAGL and CCPL/CFZE who shall constitute as the Board of Directors as further described in the table below. The Board shall consist of Eight (*) members to be nominated as follows; CCPLC/CCFZE shall nominate Four (*) members consisting of the Co-Chairman, Managing Director, Executive Director of Legal and One (*) Non-Executive Director, CAGL shall nominate Four (*) members consisting of the Chairman, Chief Operating Officer, Chief Financial Officer and One (*) Non-Executive Director as further described in the table below. *.* The following shall be executive directors - Managing Director, Chief Operating Officer, Chief Financial officer, Executive Director of Legal and Non-Executive Director. *.* S/N CCPLC/CCFZE CAGL *. Co-Chairman Chairman *. Managing Director Chief Operating Officer *. Executive Director of Legal Chief Financial Officer * Non-Executive Director Non-Executive Director *.* All actions and decisions representing the appointment of an accounting firm or any other firm for the JVCO shall be approved by the Board. *.* A manager or managers may be appointed by the “Board of Directors” where necessary or desirable. Duties of the managers will be approved by the Board of Directors. Article *.*. MANAGEMENT AND DUTIES: *.*. Except otherwise specified in this Agreement, the duties of the “Board of Directors” in relation to the JVCO will include the following, *.*. The “Board of Directors” shall appoint and approve the following as Executive Directors and Members of the Management Team. a. The “Managing Director” and the “Executive Director Legal”– to be nominated by CCPLC/CCFZE. b. The “Chief Operating Officer” and the “Chief Financial Officer” – to be nominated by CAGL. Where any of such appointee is Nigerian, CCPLC/CCFZE shall be consulted. *.*. The Executive Management shall serve in that capacity until the time that Board of Directors designate a new Management Team or a replacement of one or more of the Management Team Member on the recommendation of the Parties. Such replacement(s) and nomination(s) of competent personnel shall be at the sole discretion of the Individual Member, whose quota it is to nominate such an officer for the approval of the “Board of Directors” provided that each nominee shall have necessary competence and cognate experience. *.*. The Managing Director shall be the head of the Executive Management and to be deputized by the Chief Operating Officer (COO). *.*. The Executive Management shall lead in the day-to-day management of the JVCO. *.*. The Executive Management shall implement the directions of the “Board of Directors”, by monitoring, controlling and directing the financial, business, and operational affairs of the JVCO according to the policies and procedures approved by the “Board of Directors”. *.*. The Executive Management shall maintain proper books of accounts and financial records according to accepted accounting practices. *.*. The Executive Management shall not approve any transaction, payment or disbursement above fifty thousand United States dollars (USD *, *.* ) without the approval of the “Board of Directors”. *.*. The Executive Management shall periodically and on a quarterly basis, report to the “Board of Directors” and act on all issues over which it has express or implied authority according to this Agreement and as the “Board of Directors” authorizes. *.*. The Executive Management shall work to ensure all responsibilities attached to administrative staff including any required labor negotiations and all responsibilities attached to a third-party contractor. *.*. The Executive Management shall not award or approve contract, sub-contracting and supplies without the approval of the “Board of Directors”. *.*. The Executive Management shall have five years tenure with the possibility of renewal or extensions based on the approval of the Board of Directors. Article *.*. BOARD OF DIRECTORS AND MANAGEMENT VOTING: *.*. Any Board of Directors vote required, will be assessed such that, each Director or Member of the “Board of Directors” will receive one vote. Article *.*. PROJECT MANAGEMENT TEAM (PMT): *.* Except otherwise specified in this Agreement, the Chief Operation Officer (COO) shall lead the Project Management Team and the Team shall be approved by the Board of Directors. The Project Management Team shall consist of the following: the Managing Director, the Chief Operating Officer, the Chief Financial Officer, the Executive Director of Legal, Head of Development, Head of Business Development, the Project Consultant, the Cost Consultant, and any other persons as may be approved by the Board. Article *.*. RESTRICTION ON AUTHORITY OF THE PARTIES: *.*. The Parties and the Executive management of the JVCO shall not have any authority with respect to the JVCO and this Agreement to: a. Do any act in violation of this Agreement. b. Do any act that would make it impossible to carry on the business of the JVCO. c. Possess JVCO Property or assign the right of the JVCO or its Parties in specific JVCO property for other purpose than the JVCO purpose without the approval of the Board. d. Make, execute, or deliver any assignments for the benefit of creditors, or on the assignee’s promise to pay the debts of the JVCO without the approval of the Board. e. Assign, transfer, pledge, compromise, or release any claim of the JVCO except for full payment or arbitrate, or consent to the arbitration of, any of its disputes or controversies without the approval of the Board. f. Make, execute, or deliver any deed, long-term ground lease, or contract to sell all or any part of any JVCO Property or execute any new note or mortgage to renew and extend without increasing any existing note or mortgage, without the approval of the Board. g. Do any of the following without the approval of the Board: i. Confess a judgment. ii. Make, execute, or deliver for the JVCO any bond, mortgage, deed of trust, guarantee, indemnity bond, surety bond, or accommodation paper or accommodation endorsement without the approval of the Board. iii. Amend or otherwise change this Agreement to modify the rights or obligations of the Parties as set forth in this Agreement without the approval of the Board. iv. Create any personal liability for any Party other than that personal liability to which any Party may have agreed to in writing. Article *.*. BOARD MEETINGS: *.*. One or regular meetings will be held monthly or as may be decided by the Board. Minutes of the meeting will be held in files by the Executive Director of Legals / Secretary of the “Board of Directors”. *.*. Any Member can call for a special meeting to be held at any time after they have given five (*) business days’ notice to all of the Parties to resolve urgent issues that requires a vote and that cannot wait for the next regular meeting. When calling for a special meeting, all Parties must be provided with reasonable notice. Where a special meeting is called, the meeting will be restricted to the specific purpose for which the meeting was called. *.*. All meetings will be held at a time and in location that is reasonable, convenient and practical considering the situations of all participating Party. This shall include electronic or virtual means where Parties may attend by telephone or by any other electronic communication device or may execute a signed written consent to representation by another Party. *.*. Any vote required by the Parties will be determined, such that each Party receives or shall be caused to vote proportional in weight to that Party’s number of Directors on the Board. Article *.*. ACTION WITHOUT MEETING: *.*. Any action required by statute or by this Agreement to be taken at a meeting of the Parties or any action that may be taken at a meeting of the Parties, may be taken without a meeting if a writing setting forth the action taken or to be taken is signed indicating consent, by all of the Parties entitled to vote with respect to the subject matter. That consent shall have the same force and effect as a unanimous vote of the Parties. Any signed consent, or a signed copy of it, shall be placed in the minute book of the JVCO. Article *.*. JVCO DELEGATION OF AUTHORITY AND NOMINEES: *.*. All Parties acknowledged that there are practical difficulties in doing business as a joint venture, caused by those outside the JVCO seeking to ascertain the capacity of a Party to act on the JVCO’s behalf, or for other reasons. Therefore, the JVCO may delegate to any of the Parties to this Agreement the authority to act on behalf of the JVCO to acquire all real and personal property, arrange all financing, enter into contracts, and complete all arrangements needed to carry out the JVCO’s purposes set forth in this Agreement in their own name. Where any of the Parties carries on the JVCO business in its own name, the Party shall place a written declaration of trust in the JVCO books and records that acknowledges the capacity in which the Party acts and identifies the JVCO as the true and equitable owner. *.* The acquisition of JVCO Property or the creation of a JVCO indebtedness in the name of the Party acting as nominee, shall not give the Party an Interest in JVCO Property or cause him to be liable for the JVCO debt in excess of the percentage of that Party’s interest as set forth herein, except as may be otherwise required by law. However, despite any other provision in this Agreement, no note or other obligation executed by the Party as maker, the nature of which imposes no personal liability on its maker, shall impose personal liability on the JVCO for the payment of the note or performance of the obligation. Article *.*. CONTRACT BINDING AUTHORITY: *.*. No individual Party or group of Parties shall have any right or authority to act for or bind the JVCO in contract or any manner whatsoever without the approval of the “Board of Directors”. Article *.*. JOINT VENTURE COMPANY PROPERTY: *.*. Where allowed by statute, title to all JVCO property, including intellectual, shall remain in the name of the JVCO. Where Joint Ventures are not so recognized by the statute, as separate entities, JVCO property including intellectual property shall be held in the name of one or more Members. In all cases, JVCO properties shall be applied by the Parties exclusively for the benefits and purposes of the JVCO and in accordance with this Agreement. Article *.*. PROJECT PRELIMINARY COSTS: *.*. The Project Cost shall at all times be agreed upon by the JVCO on the recommendation of the Project Management Team. *.*. Point two five percent (*.*%) of Five Hundred Million United States Dollars (USD500,*,*.*) which is USD One Million, Two Hundred and Fifty Thousand United States Dollars (USD *,*,*.*) transaction fee shall be deducted from the first disbursement and paid to Sunny Isaac Financial Advisor for this transaction for this transaction and so shall be in the second tranche if raised . *.*. Parties agree that the JVCO shall bear the cost of legal services and documentations i.e, the Joint Venture Agreement, the legal mortgage and its registration, incorporation of the joint venture company and all other legal documentations required to perfect the Joint Venture Agreement such fee shall however not be more than Zero point Five (*.* %) of the sum of One Billion US Dollars (USD *,*,*,*.*). For the avoidance of doubt this fee shall cover the legal services rendered by local lawyers to both parties. Such shall be paid by the CCPLC/CCFZE first and be reimbursed by the JVCO . *.*. a. To assist with the modalities of raising funds for CAGL’s investment in the JVCO, CCPLC/CCFZE shall pay up to USD *,*.* (Two Hundred Thousand Dollars) to Heller &Associates in accordance with the payment terms below. i. The Sum of Fifty-Two Thousand Dollars (USD52,*.*) as an initial fee after countersignature of the Engagement Letter. ii. At the end of Phase *, the remaining fees for that Phase plus half the estimated fees for Phase * at the sum of One Hundred Thousand Dollars (USD100,*.*). iii. At the end of the project, the remaining fees for the second phase of the project at the sum of Forty-Eight Thousand United States Dollars. b. The total sum of Two Hundred Thousand Dollars (USD *,*.*) paid to Heller & Associates by CCPLC/CCFZE shall be reimbursed by the JVCO at the first draw funds. *.*. CAGL shall pay the Banker/Underwriter for the Bond Issue, and such amount shall be reimbursed by the JVCO at the draw down of funds. Article *.*. COUPON/INTEREST ON BOND: *.*. As the Bond is to be issued by CAGL, the JVCO shall pay the coupon/interest on the Bond as it becomes Due and Payable and shall recoup these payments against the Fifty-One percent (*%) portion of the profit to be earned by CAGL. Article *.*. FISCAL YEAR: *.*. The fiscal year of the JVCO for both accounting and tax purposes shall end on December * of each year. Article *.*. CAPITAL CONTRIBUTIONS AND DUTIES OF MEMBERS: *.*. All Capital Contributions shall be credited to the JVCO Project Account and each Party shall be responsible of their duties as follows; S/N MEMBERS / PARTIES CONTRIBUTIONS AND DUTIES *. CENTENARY CITY PUBLIC LIMITED COMPANY THROUGH CENTENARY CITY FREE ZONE ENTERPRISE CCPLC/CCFZE shall be responsible for the following: a. Provide the land for the construction and development of the Centenary Economic City Free Zone (“Project site”). b. Grant right of access to the Project Site to CAGL for the joint development and construction of the Project. c. Obtain the necessary land use approvals, building plan approvals, environmental approvals and other related government permits/approvals required for the development of the Centenary Economic City. d. Secure the project site free from all encumbrances and ensure that the project site remains available for construction and development at all times. e. In conjunction with CAGL and through the JVCO, provide housing designs/building plans for the Project, encompassing the architectural designs, infrastructural and landscape drawings. f. Provide necessary particulars for the registration of the Joint Venture Company. g. Shall lead in providing the required project’s accounts with reputable International Nigerian bank(s), in a satisfactory manner that includes permits and approvals to receive and repatriate any offshore funds and according to the article of this Agreement on JVCO’s account. h. Take responsibility for all local issues of whatever nature. i. Appoint the Managing Director and Executive Director of Legal of the Joint Venture Company. *. CARSON ASIA GROUP LIMITED CAGL shall be responsible for the following: a. First Funding phase of the Project as follows; i. by raising One Hundred and Fifty Million United States Dollars (USD *,*,*.*) from personal funds and Three Hundred and Fifty Million United States Dollars (USD *,*,*.*) from the funding from other equity investors within forty (*) man-days of signing this JVDA provided that where it becomes difficult to attract the other equity investors within the agreed * man-days, CAGL shall provide the sum of Five Hundred Million United States Dollars (USD *,*,*.*). ii. By raising the sum of five Hundred Million Dollars (USD *,*,*.*) and an additional Two Hundred Million United Stats Dollars (USD *,*,*.*) in the case of an overrun through a Bond Issue, to be disbursed to the Joint Venture Company Project Account. b. Together with CCPLC/CCFZE through the JVCO, provide housing designs/building plans for the Project, encompassing the architectural designs, infrastructural and landscape drawings. c. Provide necessary particulars for the registration of the Joint Venture Company. d. Carson Asia Group Limited shall appoint the CFO and COO of the Joint Venture Company. *.*. All Parties shall make their contributions fully and on a timely manner for the smooth operations of the JVCO. *.* Duties of Parties may be amended, from time to time, by the decision of the Board provided that Parties interests are not affected. Article *.*. WITHDRAWAL OF CAPITAL CONTRIBUTIONS: *.*. Except to the extent that a Party shall be entitled to a distribution of cash, profit share or other property in accordance with the terms of this Agreement, no Party shall be entitled to withdraw any part of its Capital Account or to receive any distribution from the JVCO, except upon dissolution of the JVCO. In no event shall a Party be entitled to demand and receive property other than cash, except as may be specifically provided herein. No Party will have the right to demand or withdraw any part or portion of its Contribution(s) without unanimous resolution of the Board.. *.*. The Parties shall not be personally liable for the return of all or part of the Contributions of each Party except otherwise stated or provided in this Agreement. Article *.*. PROFITS AND LOSS ACCOUNTS : *.*. Subject to other provisions of this Agreement, the net profits and losses of the JVCO, for accounting purposes shall be distributed between the Parties and according to the following schedule; S/N MEMBERS / PARTIES PROFIT AND LOSS PERCENTAGES *. CCPLC/CCFZE Forty Nine Percent (*%) *. CAGL Fifty One Percent (*%) *.*. Before any Profit from the current year of the JVCO is distributed to the Parties, all losses from previous year must be resolved by the Parties. *.*. In the event of a default under this Agreement, the defaulting Party agrees to indemnify the other Parties against any loss or liability exceeding the percentages set forth in this Agreement or for any liability or loss directly resulting from the default. *.*. No Party shall have any right to compensation solely due to his contribution to the JVCO, except to share in the net profits as provided herein unless otherwise provided in this Agreement. Article *.*. JOINT VENTURE COMPANY BANK ACCOUNTS: *.*. The Joint Venture Company accounts shall maintain the following. , a. THE PROJECT ACCOUNT: This shall be a Dollar account which shall be used to receive all offshore investments funds in accordance with agreed tranches in United States Dollars. It shall be decided at the meeting(s) of the Board of Directors if any money standing to the credit of the JVCO in this account shall be fixed and interest accruing thereto shall be regarded as income for the JVCO. b. THE DEVELOPMENT AND OPERATIONSACCOUNTS: There shall be another Dollar and Naira currencies accounts, where amounts approved for utilization by the Joint Venture Company shall be transferred to from the Project’s Account. *.*. The Management of the Joint Venture Company shall in a resolution mandate two signatories to the Project Accounts. *.* The Board shall in a resolution mandate two signatories in which the Executive Director of Finance and the Managing Director shall be a mandatory signatory at all times for the operation of the Development and Operations Accounts. *.*. All funds of the JVCO shall be held and deposited in the name of the JVCO, in an account or accounts designated by the Executive Management of the JVCO as would be approved by the Board of Directors and will not be commingled with those of any other person or entity. *.*. Cheques or any financial instrument shall be issued and drawn on the JVCO account or accounts only for purposes of the JVCO business and shall be signed by the persons that the Parties designate. *.* The Management may on the approval of the Board open and operate other bank accounts as may be necessary for smooth operation of the JVCO. Article *.*. PERMITS AND APPROVALS NEEDED FOR RECEIPT OF OFF-SHORE FUNDS: *.*. The JVCO and CCPLC/CCFZE shall obtain and provide all necessary permits, approvals needed to successfully receive offshore funds required for projects’ financings. CCPLC/CCFZE shall lead in this responsibility and at the cost of the JVCO. Article *.*. PERMITS, APPROVALS AND COMFORTS NEEDED FOR REPATRIATIONS OF CAGL’S FUND TO ANY SAFE OFF-SHORE DESTINATIONS: *.*. The JVCO and CCPLC/CCFZE shall obtain and provide all necessary permits, approvals from the Central Bank of Nigeria or any relevant authorities needed to assist CAGL to successfully repatriate any fund recouped or to be derived from the proposed investments or Project(s). Article *.*. BOOKS AND RECORDS OF ACCOUNTS: *.*. Accurate and complete books of accounts of the transactions of the JVCO shall be kept in accordance with generally accepted accounting principles (GAAP) to be approved by the Board at all reasonable times will be available and open to inspection and examination by each Party or his representative with access to the JVCO books and records at all reasonable times during business hours at the principal office of the JVCO. *.*. The books and records of the JVCO will reflect all the JVCO’s transactions and will be appropriate and adequate for the business conducted by the JVCO. The books and records shall include the identity and nature of any property in which the JVCO owns a beneficial interest. These records shall include, but shall not be limited to, a statement of the ownership and nature of real, personal, and mixed property or the interest of the JVCO in that property, as well as the form in which the title to that property is recorded and maintained, whether in the name of the JVCO or in the name of one or more designated Parties without designation of the JVCO. *.* The books and records of the JVCO shall be reviewed annually at the expense of the JVCO by a certified public accountant selected by the Board. The selected accountant shall (i.) annually prepare and deliver to the JVCO, for filing, the appropriate tax return and all schedules to those returns, and (ii.) within 90 days following the end of each fiscal year of the JVCO deliver to each Party financial statements of the JVCO including balance sheets, profit and loss statements, and statements showing allocations and distributions to each Party. Article *.*. ADJUSTMENTS TO REFLECT BOOK VALUE: *.*. The Capital Accounts of the Parties shall be adjusted in accordance with the Party’s Treasury Regulations from time to time as a result of the allocation to such Capital Accounts of Depreciation, Amortization, and Gain and Loss as computed for book purposes with respect to the JVCO Property. Article *.*. VALUATION OF ASSET: *.*. In the absence of a written agreement, setting up a value, the value of the JVCO shall be determined based on the fair market value appraisal of all the JVCO’s assets less (liabilities) in accordance with the general acceptable accounting principles (GAAP), by an independent accounting firm approved by the Board. An appraisal shall be appointed with a reasonable period of the date of withdrawal or dissolution. The results of the appraisal shall be binding on the Parties. A withdrawing Party’s interest shall be based on the proportion of their respective equity or shares less the outstanding liabilities the Party may have in the JVCO. The intent of this section is to ensure the survival of the JVCO regardless of the withdrawal of any individual Party. *.*. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except where those assets have been reflected in the JVCO books immediately prior to valuation. Article *.*. TRANSFER OF PARTY’S INTEREST: *.*. The rights and obligation of a Party are not unique to this JVCO and may be assigned with the consent of the other Parties provided such consent shall not be unreasonably withheld. *.*. No assignment or transfer of a defaulting Party’s Interest as provided in this Agreement shall relieve the defaulting Party from any liability for outstanding indebtedness, liabilities, liens, or obligations relating to the JVCO that may exist on the date of the assignment or transfer. The default of any Party under this Agreement shall not relieve the other Parties from their indebtedness, liens, liabilities, and obligations under this Agreement. *.*. A Party may agree to assist the other Party to this Agreement in the event of default of any term of this Agreement. Any advancement or payment made under that agreement shall be secured by a lien on the Interest of the defaulting Party in the JVCO. The lien may be foreclosed by the Managing Party at the option of the assisting Party. Article *.*. INVESTMENT OR FUNDS INSURANCE: *.*. The JVCO shall insure all its assets against loss where reasonable and standard practice in the industry. *.*. Where there will be contractors, the JVCO shall request a Performance Bond or Insurance Guarantees by CAGL. Article *.*. LIABILITY: *.*. No Party shall be liable to the JVCO or to any other Party for any error in judgment or fault by another Party, or any act or failure to act made in good faith. However, the Party shall be liable for any and all act resulting from gross negligence or willful misconduct. Article *.*. DIRECTORS AND OFFICERS LIABILITY INSURANCE: *.*. The JVCO may acquire insurance on behalf of any of its members, employee, agent or other person engaged in the business interest of the JVCO against any liability asserted against them or incurred by them while acting in good faith on behalf of the JVCO. Article *.*. ADMITTING NEW MEMBERS: *.*. New Members may be admitted into the JVCO, only with the unanimous approval of the Board. The new Members shall agree to be bound by all covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member shall execute such documents as are needed or required for this admission. Any new Member shall receive interest as would be offered by any Parties in the form of shares or equity. Article *.*. DISASSOCIATION OF A PARTY: *.*. When a Party is in breach of this Agreement and that Party has not remedied the breach on notice from the JVCO and after thirty (*) days period, the other Parties shall have the right to terminate this Agreement with regards to the defaulting Party (an “Involuntary Withdrawal”) and take whatever legal action necessary to protect the interest of the JVCO. *.*. If the JVCO is harmed as a result of a Party’s action, or failure to act, the Party shall be liable for that harm. If more than one Party is at fault, then they shall be jointly and severally liable for that harm. *.*. Each Party shall indemnify the other Party against all losses, costs and claims that may arise in the event of the JVCO being terminated as a result of the breach of this Agreement by that Party. *.*. If a Party is placed in Bankruptcy or withdraws voluntarily from the JVCO or if there is an operation of law against the Party, the other Parties shall proceed with the JVCO. *.*. Distribution of any amount owing to a disassociated Party shall be made according to the percentage of Equity or Shares ownership as described in the JVCO’s valuation of Interest report or as otherwise maybe agreed in writing. Article *.*. DURATION AND TERMINATION OF THE JOINT VENTURE DEVELOPMENT AGRREEMENT (JVDA): *.* JVDA shall become effective on the commencement date stated above and shall only expire at a date jointly agreed by the Parties in writing or any further date as may be extended by the Parties, unless there is a sooner termination as provided herein. *.*. This JVDA may be terminated by a majority vote of the Parties. *.*. Any representation and warranty made by either party in this JVDA turns out to have been materially incorrect when made and it is of such that the ability to perform their obligations under this JVDA is materially and adversely affected. *.* CAGL fails to inject required minimum funds and investments in tranches amounting to One Billion US Dollars (USD *,*,*,*.*) according to the Project *.* Majority vote by Parties to dissolve the JVCO. *.* The Term provided for in this Agreement expires. *.* On satisfaction of the Purpose. Article *.*. JVCO DISSOLUTION AND LIQUIDATION: *.*. The JVCO shall be dissolved upon expiration or termination of the JVDA. *.* On dissolution, the JVCO will be liquidated promptly and in a timely manner. *.*. On the Liquidation of the JVCO, the asset, distributions of any amount to the Parties shall be made in proportion to their respective shares or as otherwise may be agreed in writing by the Board of Directors. Article *.*. DEATH OF A PARTY’S REPRESENTATIVE ON THE BOARD: *.*. In the event of the death of any Party’s representative, the JVCO shall be continued with the heirs, assigns, or successor and given all rights and privileges to continue in the estate of the deceased Party in the JVCO. Article *.*. LOCAL CONTENT: *.*. The JVCO and CCPLC/CCFZE shall facilitate, obtain and provide all necessary local contents requirements needed for proper implementation of the project’s different phases. Article *.*. VISAS, WORK PERMITS AND PERMANENT RESIDENT STATUS: *.* The JVCO shall facilitate, obtain and provide all required visas, work permits and permanent resident status for CAGL’s Team as at when necessary. Article *.*. JURISDICTION: *.*. This Agreement shall be construed and governed by the Laws of the Federal Republic of Nigeria and the Nigerian courts where the subject matter of the JVDA is located. Article *.*. MEDIATION AND ARBITRATION: *.*. In the event, a dispute arises out of, or in connection, with this Agreement, the Parties shall attempt to resolve the dispute through friendly consultation. *.*. If the dispute is not resolved within a reasonable period, then any or all outstanding issues shall be submitted to mediation in accordance with any statutory rules of mediation. If Mediation is not successful in resolving the entire dispute, any outstanding issue shall finally be submitted to arbitration under the rules of the International Chamber of Commerce by three arbitrators appointed in accordance with the said rules which rules shall be deemed to be incorporated into this Agreement by reference to this clause. The seat of arbitration shall be London. The arbitration proceedings shall be in English. The Parties agree that the arbitration award shall be final and binding on both Parties and subject to no appeal. The arbitral tribunal shall have jurisdiction to look into all matters related to the dispute including allocation of arbitration costs. Article *.*. ATTORNEY’S FEES FOR ENFORCEMENT OF CONVENANTS IN THE JVDA: *.*. In the event that it becomes necessary for any Party entitled hereunder to bring suit against any other Party to this Agreement for enforcement of the covenants herein contained, the Parties hereby covenant and agree that the Party who is found to be in violation of said covenants shall also be liable for all reasonable Attorney’s fees and costs of court incurred by the other Parties hereto. Article *.*. BENEFIT: *.*. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. Article *.*. FURTHER OR EXTERNAL BUSINESS RELATIONSHIP: *.*. This Agreement does not prevent or invalidate any existing or future business relationship, CCPLC and/or CCFZE may or shall have independent of CAGL, or CAGL shall have independent of CCPLC and/or CCFZE. Article *.*. PROJECT LAND TITLES, PLEDGE AND LEGAL MORTGAGE: *.*. CCPLC/CCFZE shall obtain and provide all necessary and valid permits, approvals on the *,*.* hectares of land in Abuja. *.*. CCPLC/CCFZE shall pledge the entire *,*.* hectares of land free from encumbrance as part of its equity contribution for the actualization of the proposed Centenary City project and benefits of all parties. *.*. The title of the entire land must be secured and all government certification thereto. *.* CCPLC/CCFZE shall offer the CAGL a deed of legal mortgage as security for its investment in the Project. Article *.*. MODIFICATION: *.*. Parties agreed not to modify, without prior consent, any document, data or information supplied by the other Party or Parties and respective Party shall keep the Party informed of the progress of every Project and, at each Party's request; it shall make available a copy of all letters, emails or any other documents concerning any project to be contemplated. *.*. Any substantial adaptation or modification of any project as it is to submit in the initial proposal shall be negotiated in good faith by the Parties. *.*. Notwithstanding the aforementioned, any adaptation or modification concerning the work packages shall be accepted by Parties only with the prior written agreement of the other Party concerned. Article *.*. INDEMNIFICATION: *.*. Each Party shall be indemnified and held harmless by the JVCO from damages relating to the Party’s participation in the JVCO’s affairs except where such harm or damages results from gross negligence or willful misconduct on the part of the Party. Article *.*. FORCE MAJEURE: *.*. A Party will be free of liability of the JVCO where the Party is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure and the Party has communicated the circumstance of that event to all Parties with proof that it has taken any and all appropriate action to mitigate that event. Force Majeure shall include, but not be limited to, earthquake, typhoon, flood, fire and war or any other unforeseen and uncontrollable event. Article *.*. CONFIDENTIALITY: *.*. Except as required by law or as is necessary for the performance of its obligations under this Agreement, no Party shall directly or indirectly disclose to any other person other than as provided hereafter, or use or permit to be disclosed or used for any purpose other than a purpose contemplated by this Agreement or as a consequence of any direction given pursuant to this Agreement and its terms or discussions between the Parties or any information that may be acquired by a Party under or for the purposes of this Agreement and each Party must keep all such information confidential, except where publicly available. A disclosure of confidential information without the consent of the other Party shall constitute a breach of this Agreement. *.*. All such confidential information shall be restricted explicitly to parties, employees, agents, and advisors thereof on a need-to-know basis only for the purposes and implementation of the envisaged co-operation under this Agreement and each such person shall be bound by strict terms of confidentiality and non-disclosure as provided herein. *.*. In case of any breach of the confidentiality obligations herein, the Party breaching the confidential relationship shall indemnify the other person for any losses or liabilities arising as a result of such breach. *.*. In the event the Receiving Party becomes legally compelled to disclose any confidential information, Receiving Party shall provide the Disclosing Party with prompt prior written notices of such requirement, so that the Disclosing Party may seek a protective order or other by appropriate remedy. *.*. This section shall survive for five years after the expiration or termination of this Agreement or dissolution of the JVCO. Article *.*. LANGUAGE: *.*. The Parties expressly state that English shall remain the language of choice for this Agreement and all other notices or Agreements required by the JVCO. Article *.*. NOTICES: *.*. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back; (iii) three (*) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid or by email with evidence of delivery; to the Joint Venturers or Members at their respective addresses shown below. or (iv) one (*) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above and stated here below. *.* Any party hereto may change its address upon ten (*) days’ written notice to any other party hereto). a. Business Address and Contact of CCPLC/CCFZE The Managing Director Centenary City Free Zone Enterprise Airport road Wawa District, Abuja – Federal Capital Territory, Nigeria. +* * b. Business Address and Contact of CAGL President/CEO Carson Asia Group Limited *-*,*/F, Hollywood Plaza, * Nathan Road, Mong KOK, Kowloon, Hong Kong Phone:… Article *.*. REPRESENTATIONS AND WARRANTIES: *.*. All Parties represent and warrant that they have all authority, licenses and permits to execute and perform this Agreement and their obligations under this Agreement and that representative of each Party has been fully authorized to execute this Agreement. *.*. Each Party Warrant that this Agreement is not in violation of any, and all Agreements and constitutional documents of all Parties. Article *.*. NON-CIRCUMVENTION: *.*. The Parties personally and corporately commit themselves not to reveal and not to use, for their own exclusive benefit, information or business contacts arising from the present (“Rules and Regulations” as of the contract “Non-Circumvention, Non-Disclosure”). The commitment is binding for the heirs, successors, employees, associates, participations or related companies, consultants or whomever may have a business relation with any of the Parties committed in this clause and available for as long as the Projects exist from the execution of this JVDA. Article *.*. WAIVER: *.*. No course of dealing on the part of any Party hereto or its agents, or any failure or delay by any such Party with respect to exercising any right, power or privilege of such Party under this Agreement or any instrument referred to herein shall operate as a waiver thereof, and any single or partial exercise of any such right, power or privilege shall not preclude any later exercise thereof or any exercise of any other right, power or privilege hereunder or thereunder. Article *.*. CUMULATIVE RIGHTS: *.*. The rights and remedies of any Party under this Agreement and the instruments executed or to be executed in connection herewith, or any of them, shall be cumulative and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy. Article *.*. PERFECTION OF AGREEMENT: *.* The Parties hereto shall do all other acts and things that may be reasonably necessary or proper, fully or more fully, to evidence, complete or perfect this Agreement, and to carry out the intent of this Agreement. Article *.*. COVENANT OF GOOD FAITH: *.*. Parties shall use their best efforts, fairly and in good faith to facilitate the success of the JVCO. Article *.*. GENERAL: *.*. The Parties shall carry and assume sole responsibility for their obligations to third persons if not stipulated in additional agreements annexed to this Agreement. *.* The Parties agree that the services of the consultants that designed the Project shall be retained. *.* Time is of the essence in this Agreement. *.* This Agreement shall be executed in counterparts, each of which shall be deemed to be an original agreement, but the two counterparts shall together constitute one and the same instrument. *.*. Headings are inserted for convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in singular mean include the plural vice versa. Words in the masculine gender includes the feminine gender and vice versa. Words in the neuter gender include the masculine gender and feminine gender vice versa. *.*. If any term, covenant, conditions or provisions of this Agreement is held by a court of competent jurisdiction to be in valid, void or unenforceable, it is the Parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provision of this Agreement will in no way be, affected, impaired and invalidated as a result. *.*. This Agreement contains the entire Agreement between the Parties. All negotiations, understandings of basic terms have been included in this Agreement. Statements or representations which may have been made by any Party in the negotiation stages of this Agreement may in some way be inconsistent with the final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties. *.* The word “Parties” shall represent each corporate entity or party that forms the joint venture partnership. *.* This Agreement and the terms and conditions contain in this Agreement applies to and are binding upon the Party’s heirs, assigns, successors, executors, administrators, beneficiaries and representatives. *.* Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven days after being place in the post, postage paid or by e-mail, to the Parties at the addresses contained in this Agreement or as Parties may later designate in writing. *.* All of the rights, remedies and benefits provided by this Agreement shall be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law. Article *.*. SATISFACTORY FULFILLMENT: *.*. This Agreement is specifically subject to satisfactory fulfillment, in the discretion of the Parties. *.*. The Parties shall utilize best efforts to work diligently and in good faith to complete any approved and agreed jointly promoted project. Article *.*. DEFINITIONS: *.*. For the purpose of this Agreement, the following terms are defined as follows. *.*. “Capital Contribution” The capital contribution to the JVCO made by the Parties, including property such as land, cash and additional capital contribution made. *.*. “Majority Vote/Approval/Consent” shall be majority as defined in section * Companies and Allied Matters Act (*). *.*. “Operation of Law” shall mean the right or duties that are cast upon a party by law, without act or agreement on the part of the individual including but not limited to an assignment for the benefit of creditors, a divorce or a bankruptcy. *.*. “Profits and Losses” shall mean the net profits or net losses of a JVCO as calculated for taxes or costs purposes shown on its books of account. Profits and losses shall be less of all expenses, depreciation and such other charges or additions as are appropriate. Profits and losses are fixed by the JVCO’s fiscal year. Article *.*. ENTIRE AGREEMENT: *.*. This instrument with the annextures contains the entire Agreement of the parties and may not be changed orally, but only by an instrument in writing signed by the Parties against whom enforcement of any waiver, change, modification, extension, or discharge is sought. IN WITNESS whereof the Parties hereby set their respective seal and hand the day and year first above written. The Common Seal of the within named CENTENARY CITY PLC and CENTENARY CITY FREE ZONE ENTERPRISE is herein affixed in the presence of _____________________ COMMON SEAL ___________________________ _______________________ MANAGING DIRECTOR COMPANY SECRETARY O. IKE MICHAELS, JR. The Common Seal of the within named CARSON ASIA GROUP LIMITED is herein affixed in the presence of ___________________ COMMON SEAL __________________ __________________________________ PRESIDENT/CEO DIRECTOR/COMPANY SECRETARY LY CAM MINH (JONATHAN) DR. SANTOKH SINGH