Common use of DIRECTORS AND MANAGEMENT Clause in Contracts

DIRECTORS AND MANAGEMENT. (1) CRJ has a Board of Directors consisting of ten directors. The parties hereto agree that they will cast their votes as shareholders of CRJ in such manner that the Board of Directors shall consist of an equal number of persons designated by AJI and CRBL. (2) No remuneration shall be paid to directors of CRJ except those who devote all their activities to the benefit of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties. (3) The parties hereto agree that they will cause their representatives on the Board of Directors of CRJ to appoint a President who shall be designated by AJI and accepted by CRBL. The President shall be a Registered Representative Director. (4) The parties hereto agree that, at the request of CRBL, they will cause their representatives on the Board of Directors of CRJ to appoint a Senior Managing Director who shall be designated by CRBL and accepted by AJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its offices in the United States to attend meetings of the Board of Directors in Japan, including without limitation travel, meals and lodging expenses. (5) The parties hereto agree that they will vote their shares of CRJ in such manner that at all times during the effective period of this Agreement there shall be two statutory auditors (Kansayaku) of CRJ; one to be a person designated by AJI and the other to be a person designated by CRBL. (6) The parties hereto agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. and Tetsuzo Ota Co. shall be the independent public accountants of CRJ and together shall examine and audit its accounting books and records annually at the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., or such other independent auditor as it may from time to time designate, to audit the books and records of CRJ or perform such lesser procedure as may be required for the period ending October 31 each year in order to provide the information necessary or appropriate for the independent accountants of CRBL to express an opinion on the financial statements of CRBL, and at such time CRJ shall cooperate fully with such auditors of CRBL. (7) Minutes of all meetings of shareholders and of all meetings of the Board of Directors shall be kept in both Japanese and English. At any meeting of shareholders or of the Board of Directors at which a non-Japanese speaking person is expected to be present, CRJ shall, at its own expense, provide an official interpreter or interpreters. (8) In addition to such an interpreter or interpreters as set forth in Paragraph (7) above, any shareholder and director shall have the right to use its own interpreter at its own expense at any meeting of shareholders and of the Board of Directors. (9) All regular and special reports relating to the financial and technical operating results of CRJ, either submitted to the Board of Directors or listed in Schedule B attached hereto and made a part hereof, shall be prepared in both Japanese and English.

DIRECTORS AND MANAGEMENT. Supervision by the Board 9.1 The Board shall have the authority vested in it by this Agreement, the Bye- laws and the relevant provisions of Bermuda law. Therefore, the Board shall have the overall responsibility for the general course of the BT LOOKSMART Business. The Board may form committees by a decision of the Directors which committees shall consist of at least 1 LOOK Director and 1 BT Director (1subject to one of the Shareholders having lost its right to appoint one or all of its Directors, as the case may be, as a result of dilution in accordance with Clause 8 in which case the composition of committees shall be amended accordingly) CRJ has a and delegate certain functions to them as the Board may from time to time decide. All committees formed by the Board shall meet at such intervals as directed by the Board and shall have such powers and responsibilities as the Board shall delegate to them. Board of Directors consisting of ten directors. Directors 9.2 The parties hereto agree that they will cast their votes as shareholders of CRJ in such manner that the Board of Directors shall consist be comprised of an equal number of persons designated by AJI LOOK Directors and CRBL. BT Directors (2) No remuneration shall be paid subject to directors one of CRJ except those who devote all their activities to the benefit of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties. (3) The parties hereto agree that they will cause their representatives on the Board of Directors of CRJ Shareholders having lost its right to appoint one or all of its Directors as the case may be, as a President who shall be designated result of dilution in accordance with Clause 8) and the CEO and CFO. Until otherwise agreed by AJI and accepted by CRBL. The President shall be a Registered Representative Director. (4) The parties hereto agree thatthe Shareholders or until dilution occurs pursuant to Clause 8, at the request of CRBL, they will cause their representatives on the Board of Directors of CRJ to appoint a Senior Managing Director who shall be designated by CRBL and accepted by AJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its offices in the United States to attend meetings of the Board of Directors in Japan, including without limitation travel, meals and lodging expenses. (5) The parties hereto agree that they will vote their shares of CRJ in such manner that at all times during the effective period of this Agreement there shall be two statutory auditors (Kansayaku) of CRJ; one 3 LOOK Directors and 3 BT Directors. The initial appointments to the Board are as follows: LOOK Directors BT Directors CEO CFO -------------- ------------- --- --- ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ To be a person designated nominated by AJI and the other to be a person designated by CRBL. (6) The parties hereto agree that BT Shareholder ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. and Tetsuzo Ota Co. shall be the independent public accountants of CRJ and together shall examine and audit its accounting books and records annually at the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co.▇▇▇▇▇▇ To be nominated by the BT Shareholder Board meetings shall take place once each month or less frequently as the Board shall agree unless by exception the Board agrees otherwise. Each Shareholder shall bear the costs of the Directors appointed by it attending Board meetings. Directors may participate in Board meetings by telephone or video conference, except from the UK or such other independent auditor as it may from time to time designate, to audit the books and records of CRJ or perform such lesser procedure as may be required for the period ending October 31 each year in order to provide the information necessary or appropriate for the independent accountants of CRBL to express an opinion on the financial statements of CRBLAustralia, and at such time CRJ shall cooperate fully with such auditors be counted as present for quorum and voting purposes. Appointment and removal of CRBL.Directors (7) Minutes 9.3 Any appointment or removal of all meetings of shareholders and of all meetings a Director appointed by a Shareholder shall be effected by notice in writing to BT LOOKSMART signed by or on behalf of the Board Shareholder in question and shall take effect, subject to any contrary intention expressed in the notice, when the notice effecting the same is delivered to BT LOOKSMART. If one of the Shareholders loses its right to appoint one or all of its Directors, as the case may be, as a result of dilution in accordance with Clause 8, it shall forthwith procure the resignation of the relevant number of Directors shall be kept in both Japanese and English. At obtain from each resigning Director a waiver of any meeting and all rights for compensation for loss of shareholders or of the Board of Directors at which a non-Japanese speaking person is expected to be present, CRJ shall, at its own expense, provide an official interpreter or interpretersoffice that they might have. (8) In addition to such an interpreter or interpreters as set forth in Paragraph (7) above, any shareholder and director shall have the right to use its own interpreter at its own expense at any meeting of shareholders and of the Board of Directors. (9) All regular and special reports relating to the financial and technical operating results of CRJ, either submitted to the Board of Directors or listed in Schedule B attached hereto and made a part hereof, shall be prepared in both Japanese and English.

DIRECTORS AND MANAGEMENT. (1) CRJ has a Board of Directors consisting of ten directors. The parties hereto agree that they will cast their votes as shareholders of CRJ in such manner that the Board of Directors shall consist of an equal number of persons designated by AJI and CRBL. (2) No remuneration shall be paid to directors of CRJ except those who devote all their activities to the benefit of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties. (3) The parties hereto agree that they will cause their representatives on the Board of Directors of CRJ to appoint a President who shall be designated by AJI and accepted by CRBL. The President shall be a Registered Representative Director. (4) The parties hereto agree that, at the request of CRBL, they will cause their representatives on the Board of Directors of CRJ to appoint a Senior Managing Director who shall be designated by CRBL and accepted by AJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its offices in the United States to attend meetings of the Board of Directors in Japan, including without limitation travel, meals and lodging expenses. (5) The parties hereto agree that they will vote their shares of CRJ in such manner that at all times during the effective period of this Agreement there shall be two statutory auditors (Kansayaku) of CRJ; one to be a person designated by AJI and the other to be a person designated by CRBL. (6) The parties hereto agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Arthur Andersen & Co. and Tetsuzo Ota Co. shall be the independent public accountants pu▇▇▇▇ ▇c▇▇▇▇▇▇▇▇s of CRJ and together shall examine and audit its accounting books and records annually at the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Arthur Andersen & Co., or such other independent auditor as it may from time to time fr▇▇ ▇▇▇e ▇▇ ▇▇▇▇ designate, to audit the books and records of CRJ or perform such lesser procedure as may be required for the period ending October 31 each year in order to provide the information necessary or appropriate for the independent accountants of CRBL to express an opinion on the financial statements of CRBL, and at such time CRJ shall cooperate fully with such auditors of CRBL. (7) Minutes of all meetings of shareholders me▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇holders and of all meetings of the Board of Directors shall be kept in both Japanese and English. At any meeting of shareholders or of the Board of Directors at which a non-Japanese speaking person is expected to be present, CRJ shall, at its own expense, provide an official interpreter or interpreters. (8) In addition to such an interpreter or interpreters as set forth in Paragraph (7) above, any shareholder and director shall have the right to use its own interpreter at its own expense at any meeting of shareholders and of the Board of Directors. (9) All regular and special reports relating to the financial and technical operating results of CRJ, either submitted to the Board of Directors or listed in Schedule B attached hereto and made a part hereof, shall be prepared in both Japanese and English.

DIRECTORS AND MANAGEMENT. (1) CRJ has a Board 2.1 The number of Directors consisting shall be five (5). 2.2 The Parties may, so long as it remains a Shareholder, be entitled to nominate the number of ten directors. directors as follows: CQENS—three (3) and Asahi—two (2). 2.3 Without prejudice to the Company’s right against the Directors personally at law or in equity, each Shareholder agrees that it shall be liable for all acts or omissions of the person for the time being nominated by it to be a Director or to be a signatory of any documents and bank account of the Company. 2.4 The parties hereto agree that they will cast their votes as shareholders Chairman of CRJ in such manner that the Company shall be nominated by CQENS and shall be appointed by the Board of Directors shall consist of an equal number of persons designated by AJI and CRBL(“Board”). (2) No remuneration shall be paid to directors of CRJ except those who devote all their activities to the benefit of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties. (3) The parties hereto agree that they will cause their representatives on 2.5 If any vacancy occurs in the Board of Directors of CRJ with respect to appoint a President who any Director nominated by any Shareholder, such Shareholder shall be designated by AJI have the rights and accepted by CRBLpower to fill such vacancy. The President shall be a Registered Representative Director. (4) The parties hereto agree that, at the request of CRBL, they will cause their representatives on the Board of Directors of CRJ to appoint a Senior Managing Director who shall be designated by CRBL and accepted by AJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its offices in the United States to attend meetings of the Board of Directors in Japan, including without limitation travel, meals and lodging expenses. (5) The parties hereto agree that they will vote their shares of CRJ in such manner that at all times during the effective period of this Agreement there shall be two statutory auditors (Kansayaku) of CRJ; one to be a person designated by AJI and the other to be a person designated by CRBL. (6) The parties hereto agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. and Tetsuzo Ota Co. shall be the independent public accountants of CRJ and together shall examine and audit its accounting books and records annually at the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., or such other independent auditor as it may from time to time designate, to audit the books and records of CRJ or perform such lesser procedure as may be required for the period ending October 31 each year in order to provide the information necessary or appropriate for the independent accountants of CRBL to express an opinion on the financial statements of CRBL, and at such time CRJ shall cooperate fully with such auditors of CRBL. (7) Minutes of all meetings of shareholders and of all meetings of the Board of Directors shall be kept in both Japanese and English. At any meeting of shareholders or of the Board of Directors at which a non-Japanese speaking person is expected to be present, CRJ shall, at its own expense, provide an official interpreter or interpreters. (8) In addition to such an interpreter or interpreters as set forth in Paragraph (7) above, any shareholder and director Each Shareholder shall have the right to use its own interpreter at its own expense remove or replace a Director nominated by it at any time. Any replacement Director nominated by an Shareholder shall be a person appropriately qualified for the office of director. 2.6 The quorum for the meeting of shareholders and of the Board shall not be less than two including at least one Director nominated by each of Shareholders. Unless otherwise agreed by Directors, the notice for convening a meeting of the Board shall be 3 days. 2.7 If within 15 minutes from the time appointed for a meeting of the Board (9or such longer interval as the chairman of the meeting may think fit) All regular a quorum is not present the meeting shall stand adjourned to such other day (not being less than 7 days thereafter) and special reports relating such time and place as may have been specified or (if not so specified) as the chairman of the meeting may determine and in the latter case not less than 3 days’ notice of the adjourned meeting shall be given in like manner as for the original meeting. At the adjourned meeting one Director present in person shall be a quorum. 2.8 A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors subject to the financial provisions of this Agreement and technical operating results the Articles. 2.9 A meeting of CRJ, either submitted Directors can be conducted by telephone and video conference facilities provided that each of the Directors can hear and can be heard. 2.10 Subject to the Board clauses hereof provided otherwise, all resolutions of the Directors or listed meeting can only be passed by not less than 100% of the vote of the Directors present in Schedule B attached hereto the meeting. 2.11 Unless otherwise agreed in writing among the Shareholders, the financial year of the Company shall end on 31 December. 2.12 The Company shall maintain accurate and made a part hereof, complete accounting records and each Shareholder’s duly authorized representative shall have full access to all accounting and all other records of the Company at all reasonable times. The accounts of the Company shall be prepared kept in both Japanese accordance with accepted accounting principles in Hong Kong and Englishaudited annually. 2.13 Any guarantees required to be given by the Shareholders shall be given by each of them and any payments which fall due pursuant to such guarantees shall be borne by the Shareholders pro rata to their shareholding from time to time. Any payment properly made by any Shareholder pursuant to a guarantee of the Company’s obligations in excess of such Shareholder’s pro rata share of the total payment made shall be immediately recoverable by such Shareholder from the other Shareholder pro rata to such other Shareholder’s shareholding.

DIRECTORS AND MANAGEMENT. (1) CRJ has a 8.1 The Board shall be responsible for the overall direction, supervision and management of Directors consisting of ten directorsthe Group. The parties hereto agree Key Shareholder, LJ International and the Company shall ensure that they will cast all Group Companies shall conduct their votes as shareholders businesses in accordance with instructions of CRJ in such manner that the Board or the board of Directors directors of each Group Companies (as the case may be). 8.2 Following the Completion, the Board shall consist of an equal number of persons designated by AJI and CRBLseven (7) Directors. (2) No remuneration 8.3 The composition of the Board shall be paid to directors of CRJ except those who devote all their activities to the benefit of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties.determined as follows: (3a) The parties hereto agree that they will cause their representatives for as long as the Key Shareholder holds a majority of the total issued and outstanding Ordinary Shares on a Fully-Diluted Basis, it shall have the Board of Directors of CRJ right to appoint a President who shall be designated by AJI nominate, from time to time (and accepted by CRBL. The President shall be a Registered Representative Director. at any time), persons to occupy four (4) The parties hereto agree that, at the request of CRBL, they will cause their representatives positions or vacancies on the Board Board, one of Directors of CRJ to appoint a Senior Managing Director who which shall be designated by CRBL and accepted by AJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its offices in the United States to attend meetings of the Board of Directors in Japan, including without limitation travel, meals and lodging expenses. (5) The parties hereto agree that they will vote their shares of CRJ in such manner that at all times during the effective period of this Agreement there shall be two statutory auditors Yu Chuan (Kansayaku) of CRJ; one to be a person designated by AJI and the other to be a person designated by CRBL. (6) The parties hereto agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. and Tetsuzo Ota Co. ) YIH, who shall be serve as chairman of the independent public accountants of CRJ and Board; (b) for as long as FountainVest together with its Affiliates hold in aggregate not less than the Minimum Share Capital, it shall examine and audit its accounting books and records annually at have the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them right to the parties hereto. In additionnominate, CRBL may at its own expense designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., or such other independent auditor as it may from time to time designate(and at any time), persons to audit occupy two (2) positions or vacancies on the books Board (such Persons nominated by FountainVest being referred in this Agreement as the “FountainVest Directors”); and (c) for as long as Spring Capital together with its Affiliates hold in aggregate not less than the Minimum Share Capital, it shall have the right to nominate, from time to time (and records at any time), persons to occupy one (1) position or vacancy on the Board (such Person nominated by Spring Capital being referred in this Agreement as the “Spring Capital Director” and, together with the FountainVest Directors, the “Investor Directors”). 8.4 A Director nominated by a Party as of CRJ right hereunder pursuant to Clause 8.3 to a position or perform vacancy on the Board, upon the relevant Party ceasing to hold the right hereunder to nominate individuals to occupy such lesser procedure position, shall be removed as soon as practicable therefrom, and such Party undertakes to procure the resignation of such Director(s) as if a motion had been duly made for such removal under this Clause 8). If the resignation letter of such Director is not submitted to the Board within reasonable time, each Party agrees to vote all of the Shares registered in such Party’s name or otherwise held by such Party to effect the removal of such Director, subject to and in accordance with the Articles and Applicable Law. 8.5 Without prejudice to the right of the Company to remove any Director for misconduct under Applicable Law and subject to any removal pursuant to Clause 8.4, a Director nominated by a Party as of right hereunder pursuant to Clause 8.3 may be removed from office only by the Party entitled to nominate him, and, upon such removal, or any death, resignation or incapacity of any Director nominated by such Party as of right hereunder, such Party may appoint another Director in his place for so long as it is entitled to appoint and maintain the relevant number of Directors pursuant to Clause 8.3. Any such steps, including appointment or removal, shall be effected by the said Party giving notice of no less than five (5) Business Days in writing to the Company or the Board, and shall take effect, subject to any contrary intention expressed in the notice, as soon as possible after the notice is so delivered. 8.6 As soon as practicable, but in any event within five (5) Business Days after delivery of the notice specified in Clause 8.5, the Parties shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or replacement proposed in such notice, and the Parties agree to vote their Shares in favour of such election or replacement. Such corporate actions may include calling a meeting or circulating a written resolution of the Board, or calling a meeting or circulating a written resolution of the Shareholders of the Company, as applicable. 8.7 Subject to Applicable Law and Clause 6.3(c), each Director shall have one (1) vote at all meeting of the Directors attended by him. 8.8 Each of the Parties having a right to nominate any Director hereunder undertakes to each other Party that it shall ensure that each Director nominated by it shall comply with the provisions of this Agreement subject always to Applicable Law. 8.9 For so long as FountainVest has the right hereunder to nominate the FountainVest Directors to the Board, at least one FountainVest Director shall serve on each of the committees of the Board, and, for so long as Spring Capital has the right hereunder to nominate the Spring Capital Director to the Board, the Spring Capital Director shall serve on each of the committees of the Board. 8.10 The Company shall maintain (and LJ International and the Key Shareholder shall cause the Company to maintain) the following committees of the Board, with the composition, roles and responsibilities, enumerated in this Clause 8.10 (including all incidental roles and responsibilities as well as such other roles and responsibilities as may be determined from time to time by the Board): (a) an executive committee; (b) a compensation committee; and (c) an IPO committee (“IPO Committee”), consisting of three (3) members and chaired by the FountainVest Director (so long as FountainVest has the right hereunder to nominate the FountainVest Directors to the Board), which committee, consistent with Clause 8.9, shall also include one (1) Director nominated by Spring Capital (so long as Spring Capital has the right hereunder to nominate the Spring Capital Director to the Board) with the balance of members designated by the Key Shareholder, and shall be responsible for selecting the underwriters, outside legal counsel and financial advisors in connection with a Qualified IPO and determining the timing, pricing and size of, and other relevant milestones and steps in connection with, a Qualified IPO (in each case, subject to agreement by the IPO Committee members). 8.11 The Company at its sole cost and expense shall (for so long as and covering any and all periods such Investor Directors are serving, including after a Qualified IPO): (a) take out directors’ liability and indemnity insurance for the period ending October 31 Investor Directors, each year in order to provide policy with an insured amount and other terms and conditions that shall be agreed upon by the information necessary or appropriate for Company and the independent accountants of CRBL to express an opinion on the financial statements of CRBLInvestors, and at deliver to the Investors true and accurate copies of such time CRJ shall cooperate fully policies forthwith after the policies have been taken out; and (b) indemnify and hold harmless the Investor Directors, and their respective Investor nominating parties, from and against any loss or damage incurred by them for any act or omission taken or suffered by the Investor Directors in connection with such auditors of CRBLacting as a Director, to the maximum extent permitted under Applicable Law, subject to the Articles and customary restrictions on indemnity for acts or omissions taken in bad faith against the Group’s best interest or involving fraud or felonious actions or omissions. 8.12 At least seven (7) Minutes Business Days’ written notice shall be given to each Director of all meetings any meeting of shareholders the Board, and of any meeting of any committee of the Board, unless waived by each Director or each member of any committee of the Board (as the case may be). Each notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting together with copies of any relevant papers to be discussed at the meeting. The Company shall procure that draft minutes of all meetings of the Board of Directors shall be kept in both Japanese and English. At any meeting of shareholders or all committees of the Board are sent to each of the Directors at which a non-Japanese speaking within thirty (30) Business Days after the holding of such meetings. Each Director shall be entitled to appoint any person is expected or any other Director to be presenthis alternate and each alternate shall have one vote for every Director whom he represents, CRJ shall, at its own expense, provide an official interpreter or interpreters. (8) In provided that if such alternate is himself a Director then he shall have one vote for every Director whom he represents in addition to such an interpreter or interpreters as set forth in Paragraph (7) above, any shareholder and director shall have the right to use its own interpreter at its own expense at any meeting vote of shareholders and of the Board of Directorshis own. (9) All regular and special reports relating to the financial and technical operating results of CRJ, either submitted to the Board of Directors or listed in Schedule B attached hereto and made a part hereof, shall be prepared in both Japanese and English.

DIRECTORS AND MANAGEMENT. (a) Purchaser and Purchaser's Board of Directors shall take such action as may be necessary to (i) cause the number of directors comprising the full Board of Directors of Purchaser immediately prior to or at the Closing Date to be 28 persons, 24 of whom shall be then existing directors of Purchaser prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser (collectively, the "Seller Designees"); (ii) elect, as of the Closing Date, one (1) CRJ has a among the Seller Designees to each of the Executive Committee, Nomination and Compensation Committee and Audit Committee (subject to the proviso to the second sentence of Section 5.9(b)) (or any committee or committees performing comparable functions) of the Board of Directors consisting of Purchaser (the "Seller Committee Representation"), and (iii) cause the number of directors comprising the full Board of Directors of Purchaser Bank immediately prior to or at the Closing Date to be 27 persons, 23 of whom shall be then existing directors of Purchaser Bank prior to the Closing Date and four (4) of whom shall be designated by Seller prior to the Closing Date, each of whom is reasonably acceptable to Purchaser. (b) From and after the Closing Date, Seller shall be entitled to, and Purchaser and the Purchaser Board of Directors shall take all action necessary or advisable to maintain in place (including nominating, appointing or electing persons designated by Seller), the Seller Committee Representation until the date that Seller no longer holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock (the "Sunset Date"). Seller may, and shall have the sole right to, remove any Seller Designee from any committee upon which such Seller Designee is serving and appoint a director to fill any vacancy, regardless of the cause of such vacancy, on any such committee or the Purchaser Board of Directors caused by the departure of any such Seller Designee (other than a vacancy caused by the occurrence of the Sunset Date or one of the thresholds contemplated by Section 5.9(d) being triggered), PROVIDED that any replacement committee members shall meet the requisite independence and expertise requirements prescribed under applicable law or stock exchange rules. (c) From and after the Closing Date and until the Sunset Date, the Purchaser Board of Directors shall not take, or make any recommendation to Purchaser shareholders with respect to, any of the actions or matters specified in SCHEDULE 5.9(C) unless the Executive Committee or Nomination and Compensation Committee, as applicable, shall have, by action of the members thereof taken in accordance with the provisions of SCHEDULE 5.9(C), previously approved and recommended such action or recommendation to the Purchaser Board of Directors. (d) From and after the Closing Date: (i) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as directors of Purchaser at least four (4) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect four (4) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; and (ii) for so long as Seller holds at least ten directors. The parties hereto agree that they will cast their votes percent (10%), but less than fifteen percent (15%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as shareholders directors of CRJ in Purchaser at least two (2) persons designated by Seller, each of whom is reasonably acceptable to Purchaser, and (B) Purchaser shall take such manner that actions as may be required to elect two (2) persons designated by Seller to be directors of Purchaser Bank, each of whom is reasonably acceptable to Purchaser; (iii) for so long as Seller holds at least five percent (5%), but less than ten percent (10%), of the outstanding shares of Purchaser Common Stock, (A) Purchaser's Board of Directors shall nominate and recommend for election as a director of Purchaser at least one (1) person designated by Seller, who is reasonably acceptable to Purchaser, and (B) Purchaser shall take such actions as may be required to elect one (1) person designated by Seller to be a director of Purchaser Bank, who is reasonably acceptable to Purchaser; and (iv) for so long as Seller holds at least fifteen percent (15%) of the outstanding shares of Purchaser Common Stock, without the consent of the Seller Designees neither Purchaser's Board of Directors nor Purchaser Bank's Board of Directors shall consist of an equal number of persons designated by AJI and CRBLmore than 28 directors. (2e) No remuneration shall be paid to directors For purpose of CRJ except those who devote all their activities to determining the benefit number of CRJ. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties. (3) The parties hereto agree that they will cause their representatives on the Board of Directors of CRJ to appoint a President who shall be designated by AJI and accepted by CRBL. The President shall be a Registered Representative Director. (4) The parties hereto agree that, at the request of CRBL, they will cause their representatives on the Board of Directors of CRJ to appoint a Senior Managing Director who shall be designated by CRBL and accepted by AJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its offices in the United States to attend meetings of the Board of Directors in Japan, including without limitation travel, meals and lodging expenses. (5) The parties hereto agree that they will vote their outstanding shares of CRJ in such manner that at all times during the effective period of Purchaser Common Stock under this Agreement Section 5.9, there shall be two statutory auditors (Kansayaku) used the number of CRJ; one to be shares of Purchaser Common Stock disclosed as outstanding on the cover page of Purchaser's most recently filed Annual Report on Form 10-K or Report on Form 10-Q, as the case may be, or the number of shares of Purchaser Common Stock actually outstanding as of a person designated later date, if requested by AJI and either party, determined on the other to be a person designated same basis as the number of shares disclosed on such Reports. Any share held by CRBL. (6) The parties hereto agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. and Tetsuzo Ota Co. any direct or indirect Subsidiary of Seller of which Seller holds 80% or more of the outstanding equity capital or voting shares shall be the independent public accountants deemed held by Seller for purposes of CRJ and together shall examine and audit its accounting books and records annually at the end of its fiscal year and shall at the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., or such other independent auditor as it may from time to time designate, to audit the books and records of CRJ or perform such lesser procedure as may be required for the period ending October 31 each year in order to provide the information necessary or appropriate for the independent accountants of CRBL to express an opinion on the financial statements of CRBL, and at such time CRJ shall cooperate fully with such auditors of CRBLthis Section 5. (7) Minutes of all meetings of shareholders and of all meetings of the Board of Directors shall be kept in both Japanese and English. At any meeting of shareholders or of the Board of Directors at which a non-Japanese speaking person is expected to be present, CRJ shall, at its own expense, provide an official interpreter or interpreters. (8) In addition to such an interpreter or interpreters as set forth in Paragraph (7) above, any shareholder and director shall have the right to use its own interpreter at its own expense at any meeting of shareholders and of the Board of Directors. (9) All regular and special reports relating to the financial and technical operating results of CRJ, either submitted to the Board of Directors or listed in Schedule B attached hereto and made a part hereof, shall be prepared in both Japanese and English.

DIRECTORS AND MANAGEMENT. (1) CRJ has a 11.1 Subject to the general supervision of the Board of Directors consisting Commissioners provided under Section 15 of ten directors. The parties hereto agree that they will cast their votes as shareholders of CRJ in such manner that this Agreement, the Board of Directors shall consist be responsible for the general management of an equal number of persons designated by AJI and CRBL. (2) No remuneration shall be paid to directors of CRJ except those who devote all their activities to the benefit of CRJCompany. Remuneration to be paid to the full-time directors shall be fixed by agreement of both parties. (3) The parties hereto agree that they will cause their representatives on the Board of Directors of CRJ to shall appoint a President who shall be designated by AJI and accepted by CRBL. The President shall be a Registered Representative Director. (4) The parties hereto agree that, at Director to act as the request of CRBL, they will cause their representatives on the Board of Directors of CRJ to appoint a Senior Managing Director who shall be designated by CRBL and accepted by AJI; that AJI and CRBL shall determine after mutual consultation the level of compensation CRJ shall accord such person; provided, however, that CRBL may accord such person an annual bonus in such amount as it shall determine from time to time; and that, in addition to the President, the Senior Managing Director shall be a Registered Representative Director. In the event CRBL does not request the appointment of such a Senior Managing Director and CRJ is therefore not required to compensate such a person, CRJ shall bear all reasonable expenses associated with CRBL sending a director from its offices in the United States to attend meetings representative of the Board of Directors with such powers as stated in Japan, including without limitation travel, meals and lodging expensesSection 14 of this Agreement. The Board of Directors shall also appoint a Vice-President Director who shall assist the President Director in his duties on such terms as shall be decided by the Board of Directors. 11.2 The Board of Directors of the Company shall consist of five (5) The parties hereto agree that they will vote their shares Directors, three (3) of CRJ in such manner that at all times during the effective period of this Agreement there which shall be nominated by Smartag and two statutory auditors (Kansayaku2) of CRJ; one to which shall be a person designated nominated by AJI PTSMNS. Such nominees of the respective Parties shall be appointed and shall take office forthwith upon the other to be a person designated by CRBLinitial issue of Shares under Section 8.2 above. (6) The parties hereto agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. and Tetsuzo Ota Co. shall be 11.3 In the independent public accountants event of CRJ and together shall examine and audit its accounting books and records annually at any change in shareholding of the end of its fiscal year and shall at Company, the expense of CRJ prepare audit reports in English and Japanese and shall furnish them to the parties hereto. In addition, CRBL may at its own expense designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., or such other independent auditor as it may from time to time designate, to audit the books and records of CRJ or perform such lesser procedure as may be required for the period ending October 31 each year in order to provide the information necessary or appropriate for the independent accountants of CRBL to express an opinion on the financial statements of CRBL, and at such time CRJ shall cooperate fully with such auditors of CRBL. (7) Minutes of all meetings of shareholders and of all meetings composition of the Board of Directors shall be kept changed to reflect and to represent the new shareholding (as nearly as circumstances permit) in both Japanese a manner and English. At any meeting proportion to be agreed by the Parties. 11.4 Unless otherwise stipulated in the Articles of shareholders or Association, the first members of the Board of Directors shall be elected at which a non-Japanese speaking person is expected to the first general meeting of Shareholders after registration of the Company and shall hold office for the period and on the terms stipulated in Articles of Association. Other members of the Board of Directors (if any) shall be present, CRJ shall, at its own expense, provide an official interpreter or interpreterselected and shall hold office in accordance with the Articles of Association. 11.5 If a vacancy shall occur on the Board of Directors, the Board of Directors shall without delay convene a general meeting of the Shareholders which shall elect a Director to fill that vacancy with a candidate designated by the Party which nominated his/her predecessor. 11.6 The Parties shall consult with one another regarding nominees designated by them for election to the Board of Directors and regarding the removal of members of the Board of Directors, without prejudice to their respective rights to make binding nominations of and to cause the removal of any of the Directors (8) In addition including the President or Vice-President Directors). Each Party may notify the others at any time so as to such an interpreter express the desire of removing a Director that has been elected from nominees designated by it. 11.7 No meeting of the Board of Directors may be validly held without the attendance of at least three (3) Directors comprising two (2) Directors appointed by Smartag and one (1) Director appointed by Smartag. A Director may attend a meeting of the Board of Directors in person or interpreters as set forth by proxy appointed in Paragraph writing. If a proposed Board of Directors meeting fails to establish a quorum, or once a quorum is present fails to maintain a quorum, then another meeting of the Board of Directors shall be called to take place not later than seven (7) abovedays after the date of the first proposed Board Meeting at which the same matters shall be discussed. If there is not a quorum at the second meeting, any shareholder and director then the matters which were to have been decided by the Board of Directors shall be referred to a general meeting of Shareholders for a decision. 11.8 At each meeting of the Board of Directors each Director shall have the right to use its own interpreter cast one (1) vote for himself and one (1) vote for each Director for whom he may have been appointed as proxy. A resolution shall be deemed to have been adopted as a resolution of the Board of Directors if approved by a majority of the Directors of the Company present and voting. 11.9 A resolution in writing signed by a majority of the members of the Board of Directors (either in person or by proxy) comprising at its own expense least two (2) Directors appointed by Smartag and one (1) Director appointed by PTSMS shall be treated in all respects as if such resolution had been made at any a duly convened meeting of shareholders and of the Board of Directors. It shall become effective at the time of signing by the last Director, unless such a decision in writing provides for retroactive effect. (9) All regular and special reports relating to the financial and technical operating results of CRJ11.10 Unless otherwise agreed, either submitted to the Board of Directors or listed shall meet at least once a year. A meeting of the Board of Directors may be called at any time by any two (2) Directors who shall give written notice (stating the date, day, time, and place for the proposed meeting) to each member of the Board of Directors no less than seven (7) days prior to the meeting. 11.11 All travelling, accommodation and related expenses of the Directors incurred in Schedule B attached hereto and made a part hereof, connection with any meeting of the Board of Directors shall be prepared in both Japanese and Englishreimbursed by the Company.