EXHIBIT 10.9
AGREEMENT
The trustees (Messrs. John Matthew Ashwood and Lim Boon Huey, the "Trustees"), holding all outstanding and
issued shares in KGC on behalf of the parties hereto, will transfer within 5 business days to NHTC 51,000
Shares representing 51% and to Bannks 49,000 Shares representing 49% of the total outstanding and issued
share capital of KGC effective as of the Effective Date (as hereinafter defined). NOW THEREFORE, the parties
hereby agree as follows:
1. NHTC shall have a majority on the board of directors of KGC as long as NHTC holds 51% or more of the
Shares. NHTC agrees to vote to elect as Directors of KGC at all times during the term of this Agreement at least
one representative of Bannks, nominated by Bannks (the "Bannks Director").
2. The parties agree, that any resolutions by the board of directors or of the meeting of the shareholders of KGC
on the following matters shall require the express affirmative vote of the Bannks Director and/or Bannks,
respectively, as the case may be:
- amendment of the Company's charter of KGC;
- a sale, merger or consolidation of KGC or a sale of all or substantially all of its assets;
- the purchase or other acquisition of, or joint venture with, another company or business or a purchase of all or
substantially all of the assets thereof;
- the disposition of any litigation on matters not in the ordinary course of business;
- any material change in the business of KGC;
- the issuance, redemption or purchase of any shares of capital stock or other securities exercisable or
exchangeable for, or convertible into, shares of capital stock of KGC;
- the payment of any dividend;
- making of loans to, or guarantying the indebtedness of, any other person or entity;
- any transaction in which control of KGC is transferred;
- appointment of the Chief Financial Officer ("CFO"); and
- the liquidation, dissolution, re-capitalization or reorganization of KGC.
The board of directors will delegate the obligation to run the day-to-da