Common use of Important Matters Clause in Contracts

Important Matters. In addition to such matters as required by the Articles of Incorporation of New Company or the Commercial Code, the following matters of the Board of Directors' meeting shall require the affirmative vote of more than two-thirds of the votes of the Directors: (1) any proposal to the General Meeting of Shareholders or action by the Board of Directors for the matters as provided in Article 12 hereof; (2) any investment or commitment of New Company in amounts individually in excess of (Y)10,000,000 or in the aggregate in excess of(Y)10,000,000; (3) any loan or credit taken by New Company in amounts individually in excess of (Y)10,000,000 or in the aggregate in excess of(Y)10,000,000; (4) execution, amendment or termination of agreements or commitments with PALTAC, SPAR or their subsidia▇▇▇▇ ▇r affiliates; (5) adoption or amendment of the annual budgets and business plan; (6) adoption or any material modification of major regulations or procedures, including any employee rules or handbook; (7) change of the auditing firm as provided in Article 21; (8) initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed the New Company in excess of (Y)10,000,000; (9) approval of annual closing of the books of the New Company and the New Company's annual financial statements, and changing of accounting policies and practices or the New Company's accounting periods; (10) establishment or amendment to the conditions of employment of New Company Officers, provided that the affirmative vote of SPAR-nominated Directors shall not be withheld unreasonably; (11) selling, otherwise disposing of or granting a lien, security interest or similar obligation with respect to, in one or a series of related transactions, 10% or more of the net assets of New Company or with respect to any major strategic asset of New Company that is crucial to New Company's business; (12) formation of any subsidiary of New Company, entry into ( or subsequent termination of) any joint venture, partnership or similar agreement; (13) entering into, amending or terminating any contract with or commitment to any Director or shareholder; and (14) entering into any agreement or commitment to provide goods or services outside of Japan. CHAPTER V AUDIT

Important Matters. In addition to such matters matter as required by the Articles of Incorporation of New Company or the Commercial CodeCompany, the following matters of the Board of Directors' Directors meeting shall require the affirmative vote of more than at least two-thirds of the votes of the Directors: (1) any . Any proposal to the General Annual Meeting of Shareholders or action by the Board of Directors for the matters as provided in Article 12 hereofabove; (2) any . Any investment or commitment of New Company in amounts individually in excess of (Y)10,000,000 $50,000.00 USD or in the aggregate in excess of(Y)10,000,000of $150,000.00USD; (3) any . Any loan or credit taken by New Company in amounts individually in excess of (Y)10,000,000 $100,000.00 USD or in the aggregate in excess of(Y)10,000,000of $250,000.00 USD; (4) execution. Execution, amendment or termination of agreements or commitments with PALTACTODOPROMO, SPAR or their subsidia▇▇▇▇ ▇r subsidiaries or affiliates; (5) adoption . Adoption or amendment of the annual budgets and business plan; (6) adoption . Adoption or any material modification of major regulations or procedures, including any employee rules or handbook; (7) change . Change of the auditing firm as provided in Article 21; (8) initiating 8. Initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company in excess of (Y)10,000,000$20,000.00 USD; (9) approval . Approval of annual closing of the books of the New Company and the New Company's ’s annual financial statements, and changing of accounting policies and practices or the New Company's ’s accounting periods; (10) establishment . Establishment or amendment to the conditions condition of employment of New Company Officers, provided that the affirmative vote of SPAR-nominated Directors shall not be withheld unreasonablyofficers; (11) selling, otherwise disposing . Sale or disposition of or granting a lien, security interest or similar obligation with respect to, in one or a series of related transactions, 10% or more of the net assets transactions of New Company or with respect to any major strategic asset of New Company that is crucial to New Company's ’ business; (12) formation . Formation of any subsidiary of New Company, entry into ( (or subsequent termination of) any joint venture, partnership or similar agreementagreements; (13) entering . Entering into, amending or terminating any contract with with/or commitment to any Director or shareholder; and (14) entering . Entering into any agreement or commitment to provide goods or services outside of Japan. CHAPTER V AUDITTerritory.

Important Matters. In addition Subject to such matters as required by the provisions of the Articles of Incorporation of New Company or and to the Commercial CodeAustralian Corporations Law, the following matters of the Board of Directors' Directors meeting shall require the affirmative vote of more than two-thirds of the votes of the Directors:majority of the Directors present or attending in accordance with Articles 16 and 17. (1) any . Any proposal to the General Meeting of Shareholders or action by the Board of Directors for the matters as provided in Article 12 hereof; (2) . any investment or commitment of New Company in amounts individually in excess of (Y)10,000,000 AUD$10,000 or in the aggregate in excess of(Y)10,000,000of AUD$25,000; (3) . any loan or credit in excess of AUD$10,000 taken by New Company in amounts individually in excess of (Y)10,000,000 or in the aggregate in excess of(Y)10,000,000;any guarantee entered into on its behalf. (4) . execution, amendment or termination of agreements or commitments with PALTACFACTS, SPAR or their subsidia▇▇▇▇ ▇r affiliatessubsidiaries or affiliates or related corporations; (5) . adoption or amendment of the annual budgets and business plan; (6) . adoption or any material modification of major regulations or procedures, including any employee rules or handbook; (7) . change of the auditing firm as provided in Article 21;, subject always to the absolute right and discretion of SPAR to direct the Board as to any such appointment from time to time. (8) 8. initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company in excess of (Y)10,000,000AUD$25,000; (9) . approval of annual closing of the books of the New Company and the New Company's ’s annual financial statements, and changing of accounting policies and practices or the New Company's ’s accounting periods; (10) . establishment or amendment to the conditions condition of employment of New Company Officersofficers 11. No sale or disposition of, provided that the affirmative vote of SPAR-nominated Directors shall not be withheld unreasonably; (11) selling, otherwise disposing of or granting a lien, security interest or similar obligation over or with respect to, whether in one or a series of related transactions, 10% or more any of the net assets assets, including but not limited to any asset of the New Company or with respect to any major strategic asset of New Company that is crucial to New Company's business;fair market value in excess of AUD$25,000. (12) formation . Formation of any subsidiary of New Company, entry into ( (or subsequent termination of) any joint venture, partnership or similar agreementagreements; (13) . entering into, amending or terminating any contract with with/or commitment to any Director or shareholder; and (14) . entering into any agreement or commitment to provide goods or services outside the Territory. 15. Any financing of Japan. CHAPTER V AUDITor borrowing by New Company including as referred to in Article 25 provided in any event that any such financing or borrowing shall be limited to amounts not exceeding (with respect to any one single financing or borrowing transaction) AUD$25,000.