Common use of DIRECTORS AND MANAGEMENT Clause in Contracts

DIRECTORS AND MANAGEMENT. 6.1. The Business and affairs of the JVC shall (subject to the Reserved Matters referred to in Article 7) be managed by the Board of the JVC. The Board shall consist of five (5) persons of which: 6.1.1. FREQUENCY shall be entitled to appoint and maintain in office two (2) directors (“FREQUENCY Directors”) and to remove any director so appointed from office (and to appoint another in the place of any director so removed); and 6.1.2. YOD shall be entitled to appoint and maintain in office three (3) directors (“YOD Directors”) and to remove any director so appointed from office (and to appoint another in the place of any director so removed). 6.1.3. Should the JVC be domiciled in Singapore, YOD will appoint the required Singaporean Director. 6.2. Each appointment and removal by FREQUENCY or YOD of a director pursuant to its entitlement shall be notified in writing to the other party and the JVC. FREQUENCY and YOD shall each use their respective votes in the JVC to ensure that persons appointed in the manner set out in this Agreement constitute the Board of the JVC. 6.3. At least 14 days written notice shall be given to each member of the Board of any meeting of the Board, provided always that a shorter period of notice may be given with the written approval of at least one (1) FREQUENCY director and at least one (1) YOD director. Any such notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers. The Board shall meet regularly (either telephonically, by video conference or in person) and, unless otherwise agreed, not less than quarterly. 6.4. The quorum for the transaction of Business at any meeting of the Board shall be at least one (1) FREQUENCY director and at least two (2) YOD director present at the time when the relevant Business is transacted. 6.5. The Chairman shall be appointed from among the YOD directors. At any meeting of the Board, each director and the Chairman shall be entitled to one vote. Any decision of the Board in favor of a resolution (“Board Resolution”), to be valid, shall require the positive vote of a majority of the directors present at such meeting. Any Board Resolution regarding a Reserved Matter, as defined in Section 7 (“Reserved Matter Resolution”), shall require at least one (1) FREQUENCY director and at least one (1) YOD director to be valid.

DIRECTORS AND MANAGEMENT. 6.1. 4.1 The Business and affairs Directors of the JVC shall (subject Company are appointed and dismissed by the Council as Shareholder pursuant to the Reserved Matters referred to in Article 7) be managed by Articles. Without limiting the Board ability of the JVC. The Board shall consist of five (5) persons of which: 6.1.1. FREQUENCY shall be entitled to appoint and maintain in office two (2) directors (“FREQUENCY Directors”) and Shareholder to remove any director so appointed from office at its discretion, the Shareholder may remove any director on the recommendation of the Chair and the Council’s managing director, to ensure that the skills and diversity of the Board remains fit for purpose, following a Board performance review process. 4.2 The Board has responsibility for the supervision and management of the Company and its business. The Company shall ensure that the Board shall not transact any of the business described in Schedule 1 (and Reserved Matters) without first referring the matter to appoint another a decision of the Council as Shareholder in the place Company and shall in turn refer any of the same matters to a decision of the Council as Shareholder in the event that any director so removed); andmember of the Group is contemplating any of the business described in that same Schedule. 6.1.2. YOD 4.3 Where a Director is an officer of the Council they shall not be entitled to appoint any remuneration from the Company in their capacity as a Director and maintain their expenses shall be met by the Council and not the Company. 4.4 Where a Director is an elected member (to include any directly elected mayor) of the Council or any other local authority that is a Shareholder then such a Director may only be paid fees and/or expenses determined by the Council, as Shareholder, from time to time provided that such fees and/or expenses are not in office three excess of the maximum amount permitted by Regulation 5 of the Local Authorities (3Companies) directors (“YOD Directors”) and to remove any director so appointed from office (and Order 1995. 4.5 Any Non-Executive Director shall be paid in accordance with the Articles. 4.6 Where the Board proposes to appoint another or dismiss a Company Secretary in accordance with Article 37 of the place Articles of any director so removed)Association, then the Board shall first seek the written approval of the Council. 6.1.3. Should 4.7 Any Company Secretary who is an employee of the JVC Council shall not be domiciled entitled to any remuneration from the Company in Singapore, YOD will appoint their capacity as Company Secretary and their expenses shall be met by the required Singaporean DirectorCouncil and not the Company. 6.2. Each appointment and removal by FREQUENCY or YOD 4.8 In accordance with Article 18 of a director pursuant to its entitlement the Articles, the Company shall be notified in writing to the other party and the JVC. FREQUENCY and YOD shall each use their respective votes in the JVC to ensure that persons appointed in the manner set out in this Agreement constitute the Board of permits the JVC. 6.3. At least 14 days written notice shall be given Shareholder Representative to each member of observe the Board of any meeting meetings of the Board, provided always that a shorter period of notice may be given with the written approval of at least one (1) FREQUENCY director and at least one (1) YOD director. Any such notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers. The Board shall meet regularly (either telephonically, by video conference or in person) and, unless otherwise agreed, not less than quarterly. 6.4. The quorum for the transaction of Business at any meeting given prior notice of the Board shall be at least one (1) FREQUENCY director and at least two (2) YOD director present at the time when the relevant Business is transacted. 6.5. The Chairman shall be appointed from among the YOD directors. At any meeting meetings of the Board, each director and the Chairman shall be entitled to one vote. Any decision of the Board in favor of a resolution (“Board Resolution”), to be valid, shall require the positive vote of a majority of the directors present at such meeting. Any Board Resolution regarding a Reserved Matter, as defined in Section 7 (“Reserved Matter Resolution”), shall require at least one (1) FREQUENCY director and at least one (1) YOD director to be valid.

DIRECTORS AND MANAGEMENT. 6.1. 5.1 The Business Board has responsibility for the supervision and affairs management of [LAPC] and its Business, subject to clause 4. 5.2 Without prejudice to the generality of the JVC shall (foregoing, the Directors will determine the general policies of the Company and the manner in which the Business is to be carried out, subject to the Business Plan, to the Reserved Matters referred (requiring Council consent pursuant to in Article 7clause 4) be managed by and to any other express provisions of this Agreement. In particular, but without limitation to the Board generality of the JVC. The Board foregoing, the Directors shall consist exercise all voting rights and other powers of five control available to them in relation to [LAPC] so as to procure (5in so far as they are able in the exercise of such rights and power) persons that, at all times during the term of whichthis Agreement, the Company shall: 6.1.1(a) carry on and conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the Business Plan and with good business practices; and (b) transact all its business on arm's length terms. 5.3 Subject to clause 5.55.4, the Council may appoint a Director and remove a Director, by giving notice in writing to [LAPC], and to the Director being removed, in the case of removal of a Director. FREQUENCY Such appointment or removal shall take effect on the date on which the notice is given. 5.4 In the event that the number of directors is reduced to one (1) and such director is not the Executive Director the Council shall be entitled to appoint an Executive Director to be the managing director 5.5 The parties shall agree on the appointment the Independent Director. 5.6 The Council shall indemnify and maintain in office keep indemnified [LAPC] against any claim connected with the removal by the Council of any Director from office. 5.7 Unless the Council shall determine otherwise, there shall be a minimum number of three (3) Directors on the Board made up of two (2) directors (“FREQUENCY Directors”) Council Directors and to remove any director so appointed from office (and to appoint another in the place of any director so removed); and 6.1.2. YOD shall be entitled to appoint and maintain in office three (3) directors (“YOD Directors”) and to remove any director so appointed from office (and to appoint another in the place of any director so removed). 6.1.3. Should the JVC be domiciled in Singapore, YOD will appoint the required Singaporean an Executive Director. 6.2. Each appointment and removal by FREQUENCY or YOD 5.8 The post of a director pursuant to its entitlement Chairman shall be notified in writing held by a Council Director. The Chairman shall have a casting vote. If the Chairman for the time being is unable to the other party and the JVC. FREQUENCY and YOD shall each use their respective votes in the JVC attend or to ensure that persons appointed in the manner set out in this Agreement constitute the Board of the JVC. 6.3. At least 14 days written notice shall be given to each member of the Board of vote on any matter at any meeting of the Board, provided always that a shorter period of notice may be given with the written approval of at least one (1) FREQUENCY director and at least one (1) YOD director. Any such notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers. The Board shall meet regularly (either telephonically, by video conference or in person) and, unless otherwise agreed, not less than quarterly. 6.4. The quorum for the transaction of Business at any meeting of the Board shall be at least one (1) FREQUENCY director and at least two (2) YOD director present at the time when the relevant Business is transacted. 6.5. The Chairman shall be appointed from among the YOD directors. At any meeting of the Board, each director and the Chairman shall be entitled to one appoint another Council Director to act as Chairman at the meeting or in relation to that matter and such person shall have the casting vote. Any decision . 5.9 Unless agreed otherwise, the parties intend there to be a meeting of Directors at least four (4) times each year, with a period of not more than twelve (12) weeks between any two meetings. 5.10 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board in favor (or meeting of a resolution (“Board Resolution”), to be valid, shall require the positive vote of a majority committee of the directors present at such meeting. Any Board Resolution regarding a Reserved Matter, Board) has the requisite quorum. 5.11 [LAPC] shall be entitled to reimburse any Independent Director his or her reasonable expenses arising in connection with his/her role as defined in Section 7 (“Reserved Matter Resolution”), shall require at least one (1) FREQUENCY director and at least one (1) YOD director to be validIndependent Director.

DIRECTORS AND MANAGEMENT. 6.14.1 The Board has responsibility for the supervision and management of the Company and its Business, subject to Clause 3. 4.2 The term of directors of the Company shall be three (3) years. There shall be seven (7) directors on the Board made up of four (4) independent directors and three (3) non-independent directors. One (1) of the seven (7) directors shall be AB7 Director. After the completion of the subscription for new shares in the Company by AB7 pursuant to the Investment Agreement, and in case there are seven (7) or more non-independent directors on the Board, AB7 shall have the right to appoint up to two (2) AB7 Directors in total. Notwithstanding the foregoing, at its discretion AB7 may decide to appoint only one (1) AB7 Director or not to appoint any person as director of the Company, and under such circumstances BVI-1 shall appoint the corresponding number of director(s) as BVI-1 Directors. 4.3 The chairman of the Board shall not have a casting vote. The Business and affairs remuneration package of the JVC directors and supervisors (if any) of the Company and each of its Subsidiaries shall be proposed by ▇▇. ▇▇▇▇▇ and approved by BVI-1, BVI-2, and AB7 in writing pursuant to Clause 3.1. 4.4 AB7 shall have the right to appoint two (subject 2) representatives to the Reserved Matters referred to in Article 7) be managed by attend as observers at each and any meeting of the Board and at each and any meeting of any committee of the JVCdirectors. The Board shall consist of five (5) persons of which: 6.1.1. FREQUENCY observer shall be entitled to appoint receive notice of, and maintain in office two (2) attend and speak at, all meetings of directors (“FREQUENCY Directors”) and meetings of any committee of the directors and to receive copies of all board papers as if a director, but shall not be entitled to vote on any resolutions proposed. Notwithstanding the forgoing, each director of the Company shall respect the opinions of the observers. All expenses (including travel and accommodation) required for the observers to attend any meeting of the Board and any meeting of any committee of the directors shall be borne by AB7. 4.5 A party may appoint a director, and remove any a director so appointed from office (whom it appointed, by giving notice in writing to the Company and to appoint another the Board. The appointment or removal takes effect on the date on which the notice is received by the Company or, if a later date is given in the place of any director so removed); and 6.1.2notice, on that date. YOD No party shall be entitled to appoint and maintain in office three (3) directors (“YOD Directors”) and to remove any a director so appointed from office (and to appoint another in by the place of any director so removed)other party. 6.1.34.6 The parties intend there to be a meeting of directors at least once a quarter to be held. Should the JVC be domiciled in Singapore, YOD will appoint the Any and all expenses (including travel and accommodation) required Singaporean Director. 6.2. Each appointment and removal by FREQUENCY or YOD of for a director pursuant to its entitlement shall be notified in writing to the other party and the JVC. FREQUENCY and YOD shall each use their respective votes in the JVC to ensure that persons appointed in the manner set out in this Agreement constitute the Board of the JVC. 6.3. At least 14 days written notice shall be given to each member of the Board of attend any meeting of the BoardBoard and any meeting of any committee of the directors shall be borne by the party appointing such director. 4.7 The parties shall ensure that at least twenty (20) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by: (a) an agenda specifying in reasonable detail the proposals and any other matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 4.8 A director may call a meeting of directors by sending written notice to all the other directors. Under such circumstance, the parties shall ensure that at least fourteen (14) Business Days’ notice of a meeting of directors which specifies the date, time and place of the meeting is given to all directors and any board observers appointed by AB7 entitled to receive notice accompanied by the materials specified under Clause 4.7. 4.9 The meeting minutes of the meeting of the directors and all notices and materials provided always that a under Clause 4.7 and Clause 4.8 shall be in English. 4.10 A shorter period of notice of a meeting of directors may be given with the written approval of if at least one (1) FREQUENCY AB7 Director and one (1) BVI-1 Director agree in writing. 4.11 The party removing a director appointed by it shall indemnify and keep indemnified the Company against any claim connected with the director’s removal from office. 4.12 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 4.13 In the event that at least one (1) YOD director. Any such notice shall include an agenda identifying in reasonable detail AB7 Director is on the matters to be discussed at Board, the meeting and shall be accompanied by copies of any relevant papers. The Board shall meet regularly (either telephonically, by video conference or in person) and, unless otherwise agreed, not less than quarterly. 6.4. The quorum for the transaction of Business at any meeting of the Board directors (including adjourned meetings) is one (1) Eligible AB7 Director (or alternate) and one (1) Eligible BVI-1Director (or alternate). No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. 4.14 If a quorum is not present within thirty (30) minutes of the time specified for a directors’ meeting in the notice of the meeting then it will be adjourned for five (5) Business Days at the same time and place. 4.15 A meeting of directors shall be adjourned to another time or date at the request of any director of the Company present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one (1) such adjournment may be made in respect of a meeting. 4.16 Each party shall procure that the Company and each of its Subsidiaries shall not, without a Majority Board Resolution, carry out any of the matters which are set out in Schedule 4. For purpose of this agreement, the term “Majority Board Resolution” means, a resolution passed at a duly convened board meeting of the Company by majority vote of all the directors of the Company which should include at least one (1) FREQUENCY director and at least two (2) YOD director present at the time when the relevant Business is transacted. 6.5. The Chairman shall be appointed from among the YOD directors. At any meeting of the Board, each director and the Chairman shall be entitled to one vote. Any decision of the Board in favor of a resolution (“Board Resolution”), to be valid, shall require the positive vote of a majority of the directors present at such meeting. Any Board Resolution regarding a Reserved Matter, as defined in Section 7 (“Reserved Matter Resolution”), shall require at least one (1) FREQUENCY director and at least one (1) YOD director to be validAB Director.