The Far Eastern University ("FEU"), Jerudong Park Medical Centre ("JPMC") Sendirian Berhad, and JPMC College of Health Sciences SDN BHD (collectively, the "Parties") signed a joint venture agreement for the establishment, management and operation of a private nursing school in Brunei Darussalam. JPMC College of Health Sciences SDH BHD ("JCHS") is the joint venture company of FEU and JPMC which will establish, manage, and operate a private nursing school in Brunei Darussalam. FEU will provide academic and technical management and other services to JCHS under a technical management services agreement to be executed between JCHS and FEU. The Joint Venture Agreement governs the relationship between the FEU and JPMC with respect to JCHS, and the management of, and other matters relating to, JCHS. JPMC will own 60% of JCHS, while FEU will own 40% of JCHS. The closing date will be Twenty-one (21) calendar days after the satisfaction of all conditions to closing; namely: the execution of the technical management services agreement, and the issuance of all necessary third-party consents, approvals, waivers, and government permits. FEU and JPMC will invest a total of BND 5,500,000 in JCHS. JCHS is the joint venture company which will establish and operate private nursing school in Brunei Darussalam and provide quality education and training to produce fully qualified nurses. FEU will benefit as a shareholder and as the technical manager of JCHS. On Closing, FEU will invest BND 2,200,000 in JCHS, which represents a 40% equity ownership, while JPMC will invest
BND 3,300,000 in JCHS, which represents a 60% equity ownership. The joint venture agreement envisions a technical management service agreement between JCHS and FEU. Closing is conditioned on the execution of the technical management services agreement, and the issuance of all necessary third party consents, approvals, waivers, and government permits. JCHS shall be managed by a board of directors, which will be composed of three (3) JPMC-nominated directors, two (2) FEU-nominated directors, and one independent director. Board and shareholder decisions will be determined by a majority vote, save for (a) certain reserved matters, which require the affirmative vote of all directors or both shareholders, as the case may be, and (b) matters relating to the technical management services agreement, which will only be voted upon by the JPMC-nominated directors and the independent director. The joint venture has a term of fifteen (15) years from Closing, unless earlier terminated or extended. The joint venture agreement further stipulates that no shareholder may dispose of its shares in JCHS during the 10-year period following the Closing. In case a party breaches the joint venture agreement, or a bankruptcy event occurs to a party, or the 15-year term expires, or the technical management services agreement is terminated, JCHS shall be dissolved. The Parties, however, may agree not to dissolve JCHS under such terms as may be agreed upon the happening of any of the conditions previously mentioned.