Common use of Salient Terms of the Shareholders Agreement Clause in Contracts

Salient Terms of the Shareholders Agreement. (“SHA”) 3.1 The JVCO formed will conduct its business under the name of RANCHA POWER SDN. BHD. and shall be considered as a joint venture between the Parties in all respects, and no event shall the SHA be construed to create a partnership or any other fiduciary relationship between the Parties. 3.2 Structure of the JVCO: 3.2.1 RPSB was incorporated on 31st December 2024 as a wholly-owned subsidiary of ENERGIA with two (2) units of ordinary shares issued at RM2.00. 3.2.2 Subsequent to the signing of the SHA, RPSB shall further allot eight (8) units of ordinary shares; in which ENERGIA, SPSB and SEC POWER shall subscribe and pay for the shares in accordance with their equity shareholding proportions and thereafter to maintain the shares in the JVCO as following percentage as set out below: Shareholders Percentage of total number of issued shares held ENERGIA 60% SPSB 20% SEC POWER 20% TOTAL 100% 3.2.3 The share capital of the JVCO may be increased by amounts as determined by the Board and to be approved by the Parties. The ordinary share capital for the JVCO shall be of up to Ringgit Malaysia Ten Million (RM10,000,000.00) only. 3.2.4 The issuance of any new shares and/or Redeemable Preference Shares (“RPS”) shall be determined by the Board of RPSB; including the rights attached to it in the case of RPS to meet the capital requirements for the Project. 3.3 Scope of JVCO business includes, among others: - 3.3.1 Overall co-ordination and strategic management of the Project; 3.3.2 Undertake the design, engineering, procurement, construction, commissioning, ownership, operation and maintenance of the Power plant; 3.3.3 Purchase of natural gas for the Power Plant from the supplier; 3.3.4 Undertake the production, marketing, sale and delivery of electricity from the Power Plant to the agreed delivery points through the execution of the Power Purchase Agreement (“PPA”) for the selling and buying of electricity to be produced by the Power Plant; and 3.3.5 Execute the required agreements in relation to the Project, including the Gas Supply Agreement, PPA, Operation and Maintenance Agreement, Land Sublease over Sublease Agreement and Land Sub-Lease Agreement, Long Term Service Agreement, Secondment Agreement etc.

Salient Terms of the Shareholders Agreement. 4.1 The business of SPH shall be in:- i. the establishment of a poultry slaughtering facility within the proposed poultry processing hub in Singapore and operation of the slaughtering facility and provision of poultry slaughtering services; ii. the establishment of a dormitory within the poultry processing hub, and the operation of the dormitory and provision of dormitory services; and iii. the provision of facilities management services in respect of the poultry processing hub. 4.2 The equity participation by the SPH Shareholders in SPH is as follows:- THPPF 125,000 25.0 Kee Song 125,000 25.0 Sinmah 125,000 25.0 Tysan 62,500 12.5 TCL 62,500 12.5 4.3 The funding and capital requirements of SPH shall be met by:- i. first, the internal resources of SPH; ii. where such internal resources are exhausted or unavailable, advances and credit (“SHA”at best available rates and on terms fair to SPH) from financial institutions and other third party sources; iii. the such internal resources are exhausted or unavailable, advances and credit (at best available rates and on terms fair to SPH) from financial institutions and other third party sources guaranteed by the SPH Shareholders; and iv. where such advances and credit are exhausted or unavailable, by SPH Shareholders' loans, unless the board of SPH may otherwise resolve. Subject to the clause hereinabove, the SPH Shareholders shall, at the request of SPH, provide further funding to SPH, procure external financing to SPH and/ or to give any guarantee or indemnity in respect of any of SPH's liabilities or obligations in proportion to their shareholdings in SPH, provided always that the funding, financing or guarantee to be provided by SPH Shareholders in aggregate shall not exceed SGD40,000,000 (or such other sums as the SPH Shareholders and SPH may agree). 3.1 4.4 The JVCO formed will conduct its business board of SPH shall consist of entirely by directors appointed by the SPH Shareholders and each SPH Shareholder shall be entitled to (a) nominate and appoint one (1) director; and (b) discontinue the appointment of such director, subject to such appointees of the SPH Shareholders being eligible under the name of RANCHA POWER SDN. BHD. and shall applicable laws to be considered appointed as a joint venture between the Parties in all respects, and no event shall the SHA be construed to create a partnership or any other fiduciary relationship between the Partiesdirectors. 3.2 Structure 4.5 If any deadlock event cannot be resolved by the SPH Shareholders within 20 business days of such event deemed to occur, any of the JVCO: 3.2.1 RPSB was incorporated SPH Shareholders ("Server") may serve a notice ("Deadlock Resolution Notice") on 31st December 2024 as a wholly-owned subsidiary the other SPH Shareholder(s) ("Recipient(s)") offering to sell to Recipient(s) all (and not some only) of ENERGIA with two (2) units of ordinary shares issued at RM2.00. 3.2.2 Subsequent to the signing of the SHA, RPSB shall further allot eight (8) units of ordinary shares; in which ENERGIA, SPSB and SEC POWER shall subscribe and pay for the shares in accordance SPH owned by the Server, at the price per SPH share specified by the Server in the Deadlock Resolution Notice. 4.6 The Shareholders' Agreement shall terminate (a) upon the winding up of SPH or if SPH shall otherwise cease to exist as a separate entity; or (b) with their equity shareholding proportions and thereafter the agreement in writing of all parties, whichever is earlier. 4.7 The Shareholders' Agreement shall commence from the date of the Shareholders' Agreement and, unless terminated pursuant to maintain the clause 4.6 above, shall continue for so long as three (3) or more SPH Shareholders continue to hold shares in the JVCO as following percentage as set out below: Shareholders Percentage of total number of issued shares held ENERGIA 60% SPSB 20% SEC POWER 20% TOTAL 100% 3.2.3 The share capital of the JVCO may be increased by amounts as determined by the Board and to be approved by the Parties. The ordinary share capital for the JVCO shall be of up to Ringgit Malaysia Ten Million (RM10,000,000.00) onlySPH. 3.2.4 The issuance 4.8 If any of any new shares and/or Redeemable Preference Shares (“RPS”) shall be determined by the Board event of RPSB; including the rights attached to it default stipulated in the case of RPS to meet the capital requirements for the Project. 3.3 Scope of JVCO business includes, among others: - 3.3.1 Overall co-ordination and strategic management of the Project; 3.3.2 Undertake the design, engineering, procurement, construction, commissioning, ownership, operation and maintenance of the Power plant; 3.3.3 Purchase of natural gas for the Power Plant from the supplier; 3.3.4 Undertake the production, marketing, sale and delivery of electricity from the Power Plant to the agreed delivery points through the execution of the Power Purchase Shareholders' Agreement (“PPA”) for the selling and buying of electricity to be produced by the Power Plant; and 3.3.5 Execute the required agreements occur in relation to a SPH Shareholder, then that SPH Shareholder shall be a defaulting shareholder ("Defaulting Shareholder") and shall notify the Project, including other SPH Shareholders that it is a Defaulting Shareholder ("Default Notice"). A SPH Shareholder which is not a Defaulting Shareholder ("Non-Defaulting Shareholder") shall have the Gas Supply right to deem the Defaulting Shareholder to have served a transfer notice in respect of all of its shares in SPH in accordance with the Shareholders' Agreement, PPAsuch right being exercisable by the Non-Defaulting Shareholder by notice in writing to the Defaulting Shareholder, Operation the other SPH Shareholders and Maintenance SPH, within 14 business days of receipt by the Non-Defaulting Shareholder of the Default Notice. 4.9 Any unresolved disputes or deadlock arising out of or in connection with the Shareholders' Agreement shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference to this clause. 4.10 Subject to the Shareholders' Agreement, Land Sublease over Sublease if any SPH Shareholder has any interest in any matter which requires that SPH Shareholder's approval whether pursuant to the terms of the Shareholders' Agreement or otherwise of if such matter is to be the subject of discussion at any meeting of SPH Shareholders or if such a matter is to be the subject of a circular to shareholders then that SPH Shareholder shall be obliged to declare that interest by giving written notice to SPH and Land Sub-Lease the other SPH Shareholders and, provided he has done so, shall be entitled to vote (and be counted in the quorum at a meeting) in relation to such matter. 4.11 Save as otherwise provided in the Shareholders' Agreement, Long Term Service or as otherwise specifically agreed in writing by the SPH Shareholders after the date of the Shareholders' Agreement, Secondment each SPH Shareholder shall pay the costs and expenses incurred by it and each of its affiliates in connection with the entering into and completion of the Shareholders' Agreement. 4.12 The Shareholders' Agreement etcshall be governed by the laws of the Republic of Singapore.