Exhibit 4.12**REGISTRATION RIGHTS, LOCK UP****AND STANDSTILL AGREEMENT**     **This Registration Rights, Lock Up And Standstill Agreement**(this “Agreement”) is madeand entered into as of January 10, 2007, by and among UCBH Holdings, Inc., a Delaware corporationregistered under the Bank Holding Company Act of 1956, as amended (“UCBH”), CAB InternationalHolding Limited, a British Virgin Islands company (the “Company”) and Dr. Paul Shi H. Huang, thesole holder of all of the issued and outstanding capital stock of the Company (“Dr. Huang”).**RECITALS**     **Whereas**, UCBH, UCB Merger II, LLC, a Delaware limited liability company and a whollyowned subsidiary of UCBH (“Buyer”), the Company, CAB Holding LLC, a Delaware limited liabilitycompany and a wholly owned subsidiary of the Company (“CAB LLC”) and Dr. Huang have entered intothat certain Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”);     **Whereas**, pursuant to the terms of the Merger Agreement, CAB LLC will merge with andinto Buyer (the “Merger”), Buyer will be the surviving limited liability company and the Company,sole member of CAB LLC, will receive Merger consideration comprised of cash and newly issued sharesof common stock of UCBH, par value $0.01 per share (the “Common Stock”), as a result of the Merger;     **Whereas**, UCBH desires to provide the registration rights set forth in this Agreementwith respect to the Registrable Securities (as defined below) in order to induce the Company, CABLLC and Dr. Huang to enter into the Merger Agreement, and to agree to certain “lock up” and“standstill” restrictions set forth in this Agreement with respect to the Registrable Securities;and     **Whereas**, in order to induce UCBH and Buyer to enter into the Merger Agreement and toinduce UCBH to provide the registration rights set forth in this Agreement, the Company and Dr.Huang desire to agree to certain “lock up” and “standstill” restrictions with respect to theRegistrable Securities on the terms and conditions more fully set forth herein (the Company and Dr.Huang collectively and jointly and severally are referred to herein as the “Holder”).**AGREEMENT**     **Now**, **Therefore**, in consideration of the foregoing and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties agreehereto as follows:          **SECTION 1. DEFINITIONS**     **1.1 Definitions**. As used in this Agreement, the following terms shall have the followingmeanings:          (a) “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.          (b) “Act” shall mean the Securities Act of 1933, as amended.          (c) “Closing Date” shall have the same meaning set forth in the Merger Agreement.          (d) “Common Stock” shall have the meaning set forth in the Recitals above.
 

 
          (e) “Form S-3” shall mean Form S-3 promulgated under the Act as in effect on the date hereofor any registration form under the Act subsequently adopted by the SEC which permits inclusion orincorporation of substantial information by reference to other documents filed by UCBH with the SECbefore and after the effective date of the registration statement on such form.          (f) The terms “register,” “registered,” and “registration” refer to a registration effected bypreparing and filing a registration statement or similar document in compliance with the Act, andthe declaration or ordering of effectiveness (or deemed effectiveness) of such registrationstatement or document.          (g) “Registrable Securities” mean (i) the shares of Common Stock issued to the Companypursuant to Section 1.5 of the Merger Agreement, and (ii) any shares of Common Stock issued as adividend, stock split or other distribution with respect to or in exchange for or in replacement ofthe shares referred to in Section 1.1(g)(i) above; *provided*, *however*, that Registrable Securitiesshall not include any securities described in Sections 1.1(g)(i) or 1.1(g)(ii) above which (A) havebeen sold to the public either pursuant to the Shelf Registration Statement or pursuant to Rule 144under the Act or (B) are subject to any Transfer (as defined in Section 3.1 of this Agreement)other than as permitted under Section 3 of this Agreement.          (h) “Registration Expenses” shall mean the reasonable expenses incident to performance of orcompliance by UCBH with Section 2 of this Agreement, including (i) all SEC and stock exchangeregistration and filing fees, (ii) all fees and expenses of complying with securities or blue skylaws, (iii) all printing expenses, (iv) all fees and expenses incurred in connection with thelisting of Registrable Securities on the Nasdaq Global Select Market and all rating agency fees,and (v) the fees and disbursements of counsel for UCBH and of its independent public accountants,including the expenses of any special audits and/or comfort letters required by or incident to suchperformance and compliance, but excluding underwriting discounts, selling commissions, fees orother compensation payable to placement agents, fees and expenses of underwriters and/or placementagents (including legal fees) and transfer taxes, if any.          (i) “SEC” shall mean the United States Securities and Exchange Commission.          (j) “Shelf Registration Statement” shall mean a “shelf” registration statement on Form S-3filed by UCBH that covers the resale by the Company of all Registrable Securities held by theCompany at the time that such registration statement first becomes effective or is declared by theSEC to be effective under the Act on a delayed or continuous basis under Rule 415 under the Act, orany similar rule that may be adopted by the SEC, and all amendments and supplements to suchregistration statement, including post-effective amendments, in each case including the prospectuscontained therein, all exhibits thereto and any document incorporated by reference therein.          **SECTION 2. REGISTRATION RIGHTS**     **2.1 Shelf Registration**.          (a) By no later than twenty (20) days prior to the anticipated Closing Date, UCBH shallprepare and file the Shelf Registration Statement with the SEC. UCBH shall use its commerciallyreasonable efforts to cause the Shelf Registration Statement to become effective or to be declaredby the SEC to be effective as soon as practicable following its filing. After the ShelfRegistration Statement becomes effective, UCBH shall keep the Shelf Registration Statementeffective through the earliest to occur of (i) the second (2nd) anniversary of theClosing Date and (ii) the date on which all Registrable Securities covered by the ShelfRegistration Statement have ceased to be Registrable Securities (the
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“Shelf Effective Period”). If the Merger does not occur within ninety (90) days after filingof the Shelf Registration Statement, UCBH has the right to withdraw the Shelf RegistrationStatement; *provided*that once the anticipated Closing Date is determined after the withdrawal, UCBHshall file the Registration Statement with the SEC by no later than 20 days prior to suchanticipated Closing Date.          (b) UCBH shall notify the Company when the Shelf Registration Statement is available for offerand sale of Registrable Securities. Holder agrees not to make any offer or sale under the ShelfRegistration Statement until the availability of the Shelf Registration Statement has beenconfirmed in writing to Company by UCBH and, then, (i) only at such time as Holder has not beeninformed in writing by UCBH that (A) any required supplement, amendment or other filings that arerequired to be made under the Act have not been made in compliance with the Act and (B) there isany suspension or cessation of offers and sales of the Registrable Securities pursuant to Section2.6 below, and (ii) only pursuant to and in accordance with the lock up provisions of Section 3.1below. Holder agrees to furnish to UCBH such information as UCBH may from time to time reasonablyrequest and as shall be reasonably required in connection with any distribution of RegistrableSecurities.          (c) The Shelf Registration Statement shall not be available for distribution of RegistrableSecurities by Holder, UCBH shall have no obligation to facilitate any offer or sale of RegistrableSecurities by Holder under the Shelf Registration Statement, and Holder shall not effect any offeror sale of Registrable Securities under the Shelf Registration Statement:               (i) During any Suspension Period or other cessation of offers and sales of RegistrableSecurities as provided in Section 2.6 below;               (ii) With respect to any Transfer that is not permitted under Section 3 of this Agreement;               (iii) To the extent Holder proposes to distribute any Registrable Securities by means of anunderwritten offering;               (iv) In any particular jurisdiction in which the UCBH would be required to execute a generalconsent to service of process in effecting such registration, qualification, or compliance, unlessUCBH is already subject to service in such jurisdiction and except as may be required by the Act.          (d) The obligations of UCBH under Section 2 of this Agreement shall be suspended during anyperiod that (i) UCBH is not entitled to use Form S-3 to register resales of its securities or (ii)sales of Registrable Securities by Holder pursuant to the Shelf Registration Statement would notmeet the requirements of Form S-3 or Rule 415 under the Act.     **2.2 Expenses**. UCBH will pay all Registration Expenses and Holder will pay all other expensesrelated to Company’s sale of Registrable Securities.     **2.3 Obligations of UCBH**. UCBH shall, subject to the terms and conditions hereof, use itscommercially reasonable efforts to:          (a) Prepare and file with the SEC the Shelf Registration Statement, and use commerciallyreasonable efforts to cause such registration statement to become effective and to keep suchregistration statement effective as provided in Section 2.1(a) above;
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          (b) Prepare and file, as expeditiously as reasonably practicable, with the SEC such amendmentsand supplements to the Shelf Registration Statement and the prospectus used in connection with suchregistration statement as may be necessary to comply with the provisions of the Act;          (c) Furnish to the Company such numbers of copies of a prospectus, including a preliminaryprospectus, with respect to the Shelf Registration Statement in conformity with the requirements ofthe Act;          (d) Register and qualify the securities covered by the Shelf Registration Statement under suchblue sky laws of such states of the United States as shall be reasonably requested by the Company;*provided*, *however*, that UCBH shall not be required in connection therewith or as a conditionthereto to qualify to do business or to file a general consent to service of process in any suchstates or jurisdictions;          (e) Notify the Company at any time that UCBH has knowledge that a prospectus relating to theShelf Registration Statement is required to be delivered under the Act of the happening of anyevent as a result of which the prospectus included in such registration statement, as then ineffect, includes an untrue statement of a material fact or omits to state a material fact requiredto be stated therein or necessary to make the statements therein not misleading in the light of thecircumstances then existing;          (f) Subject to the provisions of Section 2.6 below, amend or supplement any such prospectus inorder to cause such prospectus not to include any untrue statement of material fact required to bestated therein or necessary to make the statements therein not misleading in light of thecircumstances then existing;          (g) Cause Registrable Securities covered by the Shelf Registration Statement to be listed onthe Nasdaq Global Select Market and provide the Company with information regarding the transferagent and the CUSIP number for such Registrable Securities; and          (h) Notify the Company of (i) the effectiveness of the Shelf Registration Statement, (ii) thefiling of any post-effective amendments to such registration statement, or (iii) the filing of asupplement to such registration statement; *provided*, *however*, that this requirement shall not applyto periodic reports, other reports and proxy statements required to be filed by UCBH.     **2.4****Form S-3****Eligibility**. UCBH represents and warrants as of the date hereof that it meetsthe requirements for the use of Form S-3 for registration for the resale of the RegistrableSecurities by the Company. UCBH agrees to use its commercially reasonable efforts to file allreports required to be filed by UCBH with the SEC in a timely manner so as to remain eligible forthe use of Form S-3. In the event UCBH is no longer eligible to use Form S-3 (or any successorform), UCBH shall satisfy its registration obligations hereunder pursuant to another availableregistration statement form reasonably acceptable to the Company.     **2.5 Reports under the 1934 Act**. With a view to making available to the Company the benefitsof Rule 144 (or any successor rule) and any other rule or regulation of the SEC that may at anytime permit the Company to sell Registrable Securities to the public without registration, UCBHshall use commercially reasonable efforts to (a) make and keep public information available, asthose terms are understood and defined in Rule 144, until the earlier of (i) six months after suchdate as all Registrable Securities may be resold pursuant to Rule 144(k) or any other rule ofsimilar effect or (ii) such date as all of Registrable Securities shall have been resold; (b) filewith the SEC in a timely manner all reports and other documents required to be filed by UCBH underthe 1934 Act; (c) furnish to the Company upon request, as long as the Company owns any RegistrableSecurities, (1) a written statement by UCBH that UCBH has complied with the reporting requirementsof the 1934 Act, (2) a copy of UCBH’s most recent
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Annual Report on Form 10-K or Quarterly Report on Form 10-Q; and (3) such other reports andpublic documents as the Company may reasonably request in order to avail itself of any rule orregulation of the SEC allowing it to sell Registrable Securities without registration.     **2.6 Suspension Periods**. If disclosure of information in an amendment to the ShelfRegistration Statement and/or in a supplement to the prospectus included therein is required sothat such prospectus shall not include an untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statements therein notmisleading in light of the circumstances then existing, and if an executive officer of UCBHdetermines in good faith at any time after consultation with counsel that such disclosure of anysuch information would be materially detrimental to UCBH, then UCBH shall be permitted to delayfiling such amendment or supplement for a period of time not to exceed forty-five (45) consecutivedays or ninety (90) days in any rolling twelve-month period (each such period, a “SuspensionPeriod”) by providing written notice of such Suspension Period to the Company. Upon receivingwritten notice of a Suspension Period Holder shall immediately cease (and shall cause its agents orbrokers to immediately cease) all offers and sales of Registrable Securities pursuant to the ShelfRegistration Statement. UCBH will promptly notify the Company in writing upon the termination ofany Suspension Period. In addition, and without any limitation of the foregoing, if at any time,in UCBH’s good faith determination after consultation with counsel, that there is a substantialrisk that the offer or sale by Holder of any Registrable Securities pursuant to any registrationstatement would result in a violation of the Act, the anti-fraud provisions of the 1934 Act orother applicable law, then Holder shall, upon written notice to Company from UCBH, immediatelycease (and shall cause its agents or brokers to immediately cease) all offers and sales ofRegistrable Securities under any registration statement until further notice from UCBH.     **2.7 Indemnification**.          (a) To the extent permitted by law, UCBH will indemnify and hold harmless the Company, each ofits officers and directors and each person, if any, who controls the Company within the meaning ofthe Act or the 1934 Act, against any losses, claims, damages, or liabilities (joint or several) towhich they may become subject, insofar as such losses, claims, damages, or liabilities (or actionsin respect thereof) arise out of or are based upon any of the following statements, omissions orviolations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement ofa material fact contained in the Shelf Registration Statement, including any preliminary prospectusor final prospectus contained therein or any amendments or supplements thereto, (ii) the omissionor alleged omission to state in the shelf Registration Statement, including any preliminaryprospectus or final prospectus contained therein or any amendments or supplements thereto, amaterial fact required to be stated therein, or necessary to make the statements therein notmisleading, (iii) any untrue statement or alleged untrue statement of a material fact contained inany Issuer Free Writing Prospectus (as defined below), or any omission or alleged omission to statetherein a material fact necessary in order to make the statements therein not misleading, or (iv)any violation or alleged violation by UCBH of the Act, the 1934 Act, any state securities law orany rule or regulation promulgated under the Act, the 1934 Act or any state securities law inconnection with a registration effected pursuant to the terms of this Agreement; and UCBH will payto the Company, each of its officers, directors or controlling person, any legal or other expensesreasonably incurred by them in connection with investigating or defending any such loss, claim,damage, liability or action; *provided*, *however*, that the indemnity agreement contained in thisSection 2.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,liability or action if such settlement is effected without the consent of UCBH, which consent shallnot be unreasonably withheld, conditioned or delayed, nor shall UCBH be liable in any such case forany such loss, claim, damage, liability or action to the extent that it arises out of or is basedupon a Violation which occurs in reliance upon and in conformity with written information furnishedexpressly for use in connection with such registration by the Company or any underwriter orcontrolling person thereof; and
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*provided*, *further*, that the indemnity agreement contained in this Section 2.7(a) shall notapply to, nor shall UCBH have any other liability elsewhere under this Agreement with respect to,any sale of Registrable Securities by Holder under any registration statement with respect to whichthe Company has not received confirmation within ten (10) business days prior to the date of suchsale that such registration statement is available to cover such sale. For purposes of thisSection 2.7(a), “Issuer Free Writing Prospectus” shall mean any “issuer free writing prospectus,”as defined in Rule 433 under the Act.          (b) To the extent permitted by law, Holder will indemnify and hold harmless UCBH, each of itsdirectors, officers and each person, if any, who controls UCBH within the meaning of the Act, anyunderwriter, each of its officers, directors and partners, and any controlling person of any suchunderwriter, against any losses, claims, damages, or liabilities (joint or several) to which any ofthe foregoing persons may become subject, under the Act, the 1934 Act or other federal or statelaw, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) ariseout of or are based upon any Violation, in each case to the extent that such Violation occurs inreliance upon and in conformity with written information furnished by Holder expressly for use inconnection with registration pursuant to the Shelf Registration Statement; and Holder will pay anylegal or other expenses reasonably incurred by any person intended to be indemnified pursuant tothis Section 2.7(b) in connection with investigating or defending any such indemnified loss, claim,damage, liability or action; *provided*, *however*, that the indemnity agreement contained in thisSection 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage,liability or action if such settlement is effected without the consent of Holder, which consentshall not be unreasonably withheld, conditioned or delayed.          (c) Promptly after receipt by an indemnified party under this Section 2.7 of notice of thecommencement of any action (including any governmental action), such indemnified party will, if aclaim in respect thereof is to be made against any indemnifying party under this Section 2.7,deliver to the indemnifying party a written notice of the commencement thereof and the indemnifyingparty shall have the right to participate in, and, to the extent the indemnifying party so desires,jointly with any other indemnifying party similarly noticed, to assume the defense thereof withcounsel mutually and reasonably satisfactory to the parties; *provided*, *however*, that an indemnifiedparty (together with all other indemnified parties which may be represented without conflict by onecounsel) shall have the right to retain one separate counsel, with the fees and expenses to be paidby the indemnifying party, if representation of such indemnified party by the counsel retained bythe indemnifying party would be inappropriate due to actual or potential conflicts of interestbetween such indemnified party and any other party represented by such counsel in such proceeding.The failure to deliver written notice to the indemnifying party within a reasonable time of thecommencement of any such action, if prejudicial to its ability to defend such action, shall relievesuch indemnifying party, to the extent prejudiced, of any liability to the indemnified party underthis Section 2.7, but the omission to so deliver written notice to the indemnifying party will notrelieve it of any liability that it may have to any indemnified party otherwise than under thisSection 2.7.          (d) If the indemnification provided for in this Section 2.7 is held by a court of competentjurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim,damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying suchindemnified party hereunder, shall contribute to the amount paid or payable by such indemnifiedparty as a result of such loss, liability, claim, damage, or expense in such proportion as isappropriate to reflect the relative fault of the indemnifying party on the one hand and of theindemnified party on the other in connection with the Violation that resulted in such loss,liability, claim, damage, or expense as well as any other relevant equitable considerations. Therelative fault of the indemnifying party and of the indemnified party shall be determined byreference to, among other things, whether the untrue or alleged Violation relates to informationsupplied by the indemnifying party or by the indemnified party and the parties’ relative
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intent, knowledge, access to information, and opportunity to correct or prevent such statementor omission.          (e) The obligations of UCBH and Holder under this Section 2.7 shall survive the completion ofany offer or sale of Registrable Shares pursuant to the Shelf Registration Statement.     **2.8 Prompt Notice of Suspension or Investigation**. In the event any registration statementfiled by UCBH becomes subject to a stop order suspending its effectiveness, or proceedings for suchpurpose are pending before or threatened by the SEC, UCBH shall provide the Company prompt noticethereof.          **SECTION 3. TRANSFER OF REGISTRABLE SECURITIES AND ACQUISITION OF ADDITIONAL UCBHSECURITIES**     **3.1 Lock Up Agreement**. Holder shall not, without the prior written consent of UCBH, (i)offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any optionor contract to sell, grant any option, right or warrant to purchase, lend, or otherwise dispose of,directly or indirectly, any Registrable Securities, or (ii) enter into any swap or otherarrangement that transfers to another, in whole or in part, directly or indirectly, any of theeconomic consequences of ownership of such Registrable Securities, whether any such transactiondescribed in clause (i) or (ii) above (each, a “Transfer”) is to be settled by delivery ofsecurities, in cash or otherwise. Notwithstanding the foregoing, Holder may sell up to 100,000shares of Registrable Securities each trading day in public market transactions only (a) pursuantto the Shelf Registration Statement during the Shelf Effective Period, or (b) as permitted by andpursuant to Rule 144 during the Shelf Effective Period or after the Shelf Effective Period;*provided*that Holder shall use its commercially reasonable efforts to Transfer RegistrableSecurities in an ordinary way that would not disrupt the public market for UCBH securities;*provided further*that Holder may sell an unlimited number of shares of Registrable Securitiesthrough Block Sales (as defined below) and that such sales shall not count against the 100,000shares per day sales limit set forth above. An attempted Transfer in violation of this Agreementshall be of no effect and null and void, regardless of whether the purported transferee has anyactual or constructive knowledge of the Transfer restrictions set forth in this Agreement, andshall not be recorded on the stock transfer books of UCBH. No Transfer by Holder shall beeffective unless and until UCBH shall have been furnished with information reasonably satisfactoryto it demonstrating that such Transfer is in compliance with this Section 3. If the proposedtransfer complies with this Section 3, UCBH shall use its commercially reasonable efforts to assistthe Holder in effecting Block Sales of Registrable Securities. Dr. Huang shall not, without theprior written consent of UCBH, (x) offer, pledge, sell, contract to sell, sell any option orcontract to purchase, purchase any option or contract to sell, grant any option, right or warrantto purchase, lend, or otherwise dispose of, directly or indirectly, any of his record or beneficialownership interest in Company, or (y) enter into any swap or other arrangement that transfers toanother, in whole or in part, directly or indirectly, any of the economic consequences of hisrecord or beneficial ownership of Company, whether any such transaction described in clause (x) or(y) above is to be settled by delivery of securities, in cash or otherwise. Dr. Huang representsand warrants to UCBH that he is and that immediately after Closing he shall be the sole record andbeneficial owner of all of Company’s capital, of all voting interests in and with respect toCompany and of all of Company’s outstanding securities of any kind. For the purpose of thisSection 3, the term “Block Sales” means individual sale transactions of not less than 200,000shares of Registrable Securities each at the latest reported market price in market or privatetransactions approved in writing by UCBH in advance (such approval not to be unreasonably withheld,conditioned or delayed).     **3.2 Legend on Shares**. Each certificate representing Registrable Securities shall bear thefollowing restrictive legend:
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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ONTRANSFERABILITY AND RESALE AS SET FORTH IN A REGISTRATION RIGHTS, LOCK UP, ANDSTANDSTILL AGREEMENT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THECOMPANY.THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEYMAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AREGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT ORANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THECOMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144OF SUCH ACT.     **3.3 Acquisition of Additional UCBH Securities**. Holder covenants and agrees with UCBH thatduring the period of two (2) consecutive years commencing at the Closing, Holder shall not, andshall cause each of Holder’s affiliates, and any spouse of Holder or any of their respectiverelatives, not to, directly or indirectly, acquire, offer or propose to acquire or agree toacquire, whether by purchase, tender or exchange offer, through the acquisition of control ofanother person or entity (including by way of merger or consolidation), by joining a partnership,syndicate or other group or otherwise, the beneficial ownership of any additional UCBH securitiesof any kind (except by way of stock dividends, stock reclassifications or other distributions orofferings made available and, if applicable, exercised on a pro rata basis, to holders of CommonStock generally) without UCBH’s prior written consent. Holder represents and warrants to UCBH thatimmediately after Closing Holder shall hold no record or beneficial ownership interest in any UCBHsecurities other than the Registrable Securities.          **SECTION 4. OTHER PROVISIONS**     **4.1 Effectiveness and Termination**.          (a) This Agreement shall become effective as of the date first above written and shall remainin force and effect until the close of business on the last day of the Shelf Effective Period, atwhich time this Agreement shall terminate; *provided*, *however*, that Section 2.5 (Reports under the1934 Act) shall survive any termination of this Agreement and shall remain in full force and effectthroughout the earlier to end of the periods described in Section 2.5(a), Section 2.7(Indemnification) shall survive such termination of this Agreement and shall remain in full forceand effect indefinitely, Section 3.1 (Lock Up Agreement) shall survive such termination of thisAgreement and shall remain in full force and effect throughout the period of two (2) consecutiveyears commencing at the Closing, Section 3.3 (Acquisition of Additional UCBH Securities) shallsurvive such termination of this Agreement and shall remain in full force and effect throughout theperiod of two (2) consecutive years commencing at the Closing, and this Section 4 (OtherProvisions) shall survive such termination of this Agreement and shall remain in full force andeffect indefinitely.          (b) This Agreement shall automatically terminate without any action on either party upontermination of the Merger Agreement for any reason whatsoever, and notwithstanding anythingcontrary contained herein, UCBH may withdraw the Shelf Registration Statement then on file with theSEC. Upon termination of this Agreement pursuant to this Section 4.1(b), either party shall berelieved from any of its obligations hereunder; provided that Section 2.3 shall survive to theextent it is applicable and Section 4
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(Other Provisions) shall survive such termination of this Agreement and shall remain in fullforce and effect indefinitely.     **4.2 No Assignment**. The parties’ respective rights and obligations pursuant to this Agreementmay not be transferred, assigned or delegated by either Holder or UCBH without the prior writtenconsent of the other. Any attempted transfer, assignment or delegation in violation of theforegoing shall be void.     **4.3 Governing Law; Venue**. This Agreement shall be governed by and construed in accordancewith the laws of the State of California, without reference to California’s conflict of lawprinciples. The venue for any action, suit or proceeding relating to or arising from thisAgreement shall be only a state or federal court of competent jurisdiction located in SanFrancisco, California, and all objections to venue and personal jurisdiction in any action orproceeding so commenced are hereby irrevocably waived.     **4.4 Counterparts**. This Agreement may be executed in two or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one and the sameinstrument.     **4.5 Titles and Subtitle Verification**. The titles and subtitles used in this Agreement areused for convenience only and are not to be considered in construing or interpreting thisAgreement.     **4.6 Notices**. All notices or other communications required or permitted hereunder shall be inwriting and shall be deemed effectively given: (i) upon personal delivery to the party to benotified; (ii) when sent by confirmed electronic mail, with verification of receipt, or facsimile,in either case if sent during normal business hours of the recipient; if not, then on the nextbusiness day; (iii) three days after having been sent by registered or certified mail, returnreceipt requested, postage prepaid; or (iv) one day after deposit with a nationally recognizedovernight courier, specifying next day delivery, with written verification of receipt. Allcommunications shall be sent to a party at such party’s address set forth on the signature pagehereof or at such other address, electronic or otherwise, as such party shall designate by tendays’ advance written notice to the other party.     **4.7 Expenses**. If any action at law or in equity is necessary to enforce the terms of thisAgreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs andnecessary disbursements incurred in connection with such enforcement in addition to any otherrelief to which such party may be entitled.     **4.8 Severability**. If one or more provisions of this Agreement, together with the MergerAgreement, are held to be unenforceable under applicable law, in whole or in part, theunenforceable portion of such provision shall be excluded from this Agreement and the balance ofthe Agreement shall be interpreted as if such unenforceable portion were so excluded and shall beenforceable in accordance with its terms.     **4.9 Entire Agreement; Amendment; Waiver**. This Agreement constitutes the full and entireunderstanding and agreement between the parties hereto with regard to the subject matter hereof,and supersedes any and all prior negotiations, correspondence, understandings and agreements amongthe parties respecting the subject matter hereof. Any term of this Agreement may be amended andthe observance of any term of this Agreement may be waived (either generally or in a particularinstance and either retroactively or prospectively) only with the written consent of UCBH andHolder.[SIGNATURE PAGES FOLLOW]
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     **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first abovewritten.         **UCBH HOLDINGS, INC.**           By: /s/ Jonathan Downing           Name: Jonathan Downing           Its: Executive Vice President                 Address: 555 Montgomery Street      San Francisco, CA 94111           E-mail:      Fax:                    **CAB INTERNATIONAL HOLDINGS LIMITED**           By: /s/ Paul Shi H. Huang            Name: Paul Shi H. Huang            Its: Director                  Address: 77 Bowery      New York, NY 10002           E-mail:      Fax:             **DR. PAUL SHI H. HUANG**           /s/ Paul Shi H. Huang        Dr. Paul Shi H. Huang           Address: 14th Floor, No.180, Chung Hsiao EastRoad, Sec. 4      Taipei, Taiwan, Republic of China           E-mail:             Fax: