Page 6 - JOINT VENTURE AGREEMENT FOR THE EXECUTION OF BATCHES OF 10 000 AND R_Neat

6.1 Notwithstanding anything to the contrary herein contained, for so long as the joint venture is in
existence, no resolution will be passed by the management committee or action taken in regard to
the below mentioned matters without the unanimous approval of the parties or their
representatives as the case may be. MM FM

6.2 The dissolution of the joint venture before the end of the first term, or any extended term
thereof, and any resolution requiring or proposing such dissolution

6.3 The establishment by the joint venture of any new business or the acquisition and purchase of
any other businesses, either directly or indirectly. For the sake of clarity, it is recorded that both
parties are involved in other business activities.

6.4 Any change in the business of the joint venture.
6.5 The conduct of the business of the joint venture in respect of the following matters – 6.5.1 the
furnishing of any warranties;

6.5.2 The advancement of loans or the granting of credit facilities to any customer of the joint
venture;

6.5.3 Any change in the share of the profits and losses between the parties;
6.5.4 Any change in the basis of accounting of the joint venture otherwise than in accordance with
generally accepted accounting practice as applied in the Republic of South Africa;

6.6 any agreement with either party or any company or association in which either party has a
shareholding or material interest, regardless of the extent of the shareholding of either party in such
company or association;
6.7 Any disposal or acquisition of the business or assets of the joint venture (in the case of assets,
otherwise than in the normal course of business of the joint venture);

6.8 The issuing of guarantees or surety ship or letters of comfort (or the like) of any nature
whatsoever;

6.9 The pledging, mortgaging, hypothecating or encumbering of any of the assets of the joint
venture in any manner whatsoever;
6.10 The removal or change of auditors;

6.11 Any matter relating to the advancement of loans or acceptance of any loan facilities in or to the
joint venture;

6.12 The re-valuation of any assets of the joint venture;

6.13 Any mature capital expansion by the joint venture;
6.14 The payment of remuneration or fees to members of the management committee;

6.15 The purchase of sale of, the hiring or letting or sub-letting by the joint venture of any
immovable property;