Exhibit 10.39


 





 


Execution version


 


PREMIUM
SINO FINANCE LIMITED


 


SINOTECH
ENERGY LIMITED


 


SUPERPORT
LIMITED


 


INTERNATIONAL
PETROLEUM SERVICES CORPORATION LIMITED


 


MR. LIU
QINGZENG


 






 


FIRST SUPPLEMENTAL
INSTRUMENT TO INSTRUMENT


CONSTITUTING TRANCHE D WARRANTS


 






 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Interpretation

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Warranties And Undertakings

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Amendment And Restatement

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Notices

  	
  5

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Further Assurance

  	
  6

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Governing Law And
  Jurisdiction

  	
  6

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Effect

  	
  6

  
	
   

  	
   

  	
   

  
	
  Schedule
  1 Confirmation Of Relevant Permitted Reogranisation

  	
  13

  
	
   

  	
   

  
	
  Schedule
  2 Representations And Warranties

  	
  14

  
	
   

  	
   

  
	
  Schedule
  3 Amended And Restated Instrument

  	
  17

  
				



 

















 


THIS FIRST SUPPLEMENTAL INSTRUMENT is entered into by way of a deed poll on the 11 day of
October 2010


 


BY:


 


(1)           PREMIUM
SINO FINANCE LIMITED, a BVI Business  Company  incorporated and existing under the laws of the
British Virgin Islands
with registration number 607520 (the “Issuer”);


 


(2)           SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and
existing under the laws of the Cayman Islands with registration number 241866 (the “Listco”);


 


(3)           SUPERPORT LIMITED, a BVI Business  Company incorporated and existing under the laws of the
British Virgin Islands with registration number 1525496 (“Holdco”);


 


(4)           INTERNATIONAL PETROLEUM SERVICES
CORPORATION LIMITED, a
company incorporated and existing under the laws of Hong Kong with registration
number 1165755 (“Parentco”); and


 


(5)           MR. LIU QINGZENG, ,
with passport number G27332374 issued by the People’s Republic of China (the “Founder”).


 


IN FAVOUR OF


 


(6)           THE WARRANT HOLDERS (as defined below);


 


(7)           THE INITIAL BENEFICIAL HOLDERS (as defined below);


 


(8)           THE ADDITIONAL INITIAL BENEFICIAL
HOLDERS
(as defined below); and


 


(9)           THE BENEFICIAL HOLDERS (as defined below).


 


WHEREAS:


 


A.            The Issuer, Parentco, Holdco and the Founder executed
an instrument by way of deed poll (the “Principal
Instrument”) dated 8 January 2010 constituting the Warrants
(defined below).


 


B.            The Issuer and the Deutsche Bank, AG executed a
Warrant Agency Agreement dated 12 January 2010 (“Warrant Agency Agreement”) pursuant to the
Principal Instrument appointing Deutsche Bank, AG as Administration Agent and
Calculation Agent in respect of the Warrants.


 


C.            Under the Principal Instrument, the Issuer issued
100,000 Warrants representing a Total Entitlement of 1.0%.


 


D.            The Issuer wishes to interpose a new company in the
corporate structure of the Group (as it exists on the date of this First
Supplemental Instrument) such that that new company (namely, Listco) will
become the ultimate parent company of the Group (from 


 


2

















 


the Amendment Date) and the listing vehicle for
the proposed QIPO of the Company on a Stock Exchange in the United States (but
otherwise the ownership of the Group will remain the same).


 


E.             The Issuer wishes to amend and restate the Principal
Instrument (subject to the requisite Warrant Holders’ consents) pursuant to
this First Supplemental Instrument (the “First Supplemental
Instrument”), in order to permit the proposed change in the
structure of the Group (as it exists on the date of this First Supplemental
Instrument) and facilitate the QIPO on a US Stock Exchange.


 


THIS INSTRUMENT WITNESSES as follows:


 


1.           INTERPRETATION


 


All words and expressions defined in the Principal
Instrument shall where the context so requires and admits have the same meaning
in this First Supplemental Instrument and the principles of interpretation
specified in Clauses 1.2 to 1.8 of the Principal Instrument shall where the
context so requires and admits also apply to this First Supplemental
Instrument.  In addition, in this First
Supplemental Instrument the following expressions have the following meanings:


 


“Amendment Date” means the date on which Completion occurs.


 


“Completion” means the completion of the
Relevant Permitted Reogranisation in accordance with this First Supplemental
Instrument and the Warrant Holders’ Consent and is deemed to occur upon due
entry into the register of members of each of Listco and Holdco of the
transfers of shares contemplated thereby.


 


“Existing Shareholders” means the Issuer,
Wise Worldwide Limited, King Da Investment Fund Limited and Prosperia
International Limited.


 


“Relevant Permitted Reorganisation” means
the reorganisation of the Group by interposing Listco between Holdco and the
Existing Shareholders, where each of the Existing Shareholders transfers all of
the issued share capital in Holdco and all rights attaching and accruing
thereto on or after the date of this Agreement to Listco in exchange for the
issue by Listco of fully paid and non-redeemable ordinary shares to the
Existing Shareholders such that immediately upon completion of such
reorganisation:


 


(i)            Listco will
legally and beneficially own the entire issued share capital of Holdco and all
rights attaching and accruing thereto on or after the date of this First
Supplemental Instrument; and


 


(ii)           the entire
issued share capital of Listco will be legally and beneficially owned by the
Issuer as to 90%, Wise Worldwide Limited as to 4.5%, King Da Investment Fund
Limited as to 1.5% and Prosperia International Limited as to 4%.


 


“Warrant Documents” means Principal
Instrument, the First Supplemental Instrument and the Warrant Agency Agreement.


 


3

















 


“Warrant Holders’ Consent” means the terms
of the Unanimous Written Consent given or to be given by the Warrant Holders
under the Principal Instrument pursuant to which the Relevant Permitted
Reogranisation is approved, including any conditions specified in such consent.


 


2.           WARRANTIES
AND UNDERTAKINGS


 


2.1         Warranties in respect of the Issuer, the Warrant Guarantors and the
Founder


 


Each of the Issuer, the Listco, the Warrant Guarantors
and the Founder, in respect of itself, represents and warrants to the Warrant
Holders and the Beneficial Holders on the date of this First Supplemental
Instrument and on the Amendment Date that each of the statements listed in Part I
of Schedule 2 is true, correct and not misleading.


 


2.2         Further warranties in respect of the Issuer


 


The Issuer further represents and warrants to the
Warrant Holders and the Beneficial Holders on the date of this First
Supplemental Instrument and on the Amendment Date that each of the statements
listed in Part II of Schedule 2 is true, correct and not misleading.


 


2.3         Warranties in respect of the Group Restructure


 


Each
of the Issuer, the Listco, the Warrant Guarantors and the Founder, represents
and warrants to the Warrant Holders and the Beneficial Holders on the Amendment
Date that each of the statements listed in Part III of Schedule 2 is true,
correct and not misleading.


 


2.4         Undertakings


 


The Issuer, the Listco, the Warrant Guarantors and the
Founder shall jointly and severally procure that:


 


2.4.1         the Relevant Permitted Reogranisation is only
undertaken strictly in accordance with, and subject to, the Warrant Holders’
Consent; and


 


2.4.2         all stamp, issue, registration or other similar taxes
and duties (if any) arising in connection with the Relevant Permitted
Reogranisation are fully paid when due.


 


2.5         Confirmation of guarantee by Warrant Guarantors


 


Each Warrant Guarantor confirms for the benefit of the
Warrant Holders and the Beneficial Holders that its guarantee and indemnity
obligations under the Principal Instrument (as may be supplemented by this
First Supplemental Instrument) shall remain in full force and effect
notwithstanding any additions, amendments, substitution, or supplements of or
to the Warrant Documents and the imposition of any amended, new or more onerous
obligations under the Warrant Documents in relation to any of the Issuer, the
Listco or the Warrant Guarantors and that such guarantee and indemnity
obligations extend to any new obligations assumed by any of the Issuer, the Listco
and the Warrant Guarantors under any amended, supplemented or new Warrant
Documents.


 


4

















 


2.6         Repetition of warranties


 


Each representation and warranty to be made after the
date of this First Supplemental Instrument shall be deemed to be made by
reference to the facts and circumstances existing at the date on which the
representation or warranty is so made (and for the avoidance of doubt where a
representation or warranty refers to a defined term or other provision of the
Principal Instrument which is amended on or prior to the making of the
representation and warranty such reference is a reference to the defined term
or other provision of the Principal Instrument as amended).


 


2.7         Notice of Completion and provision of documents


 


The Issuer shall notify the
Administration Agent in writing of the occurrence of Completion as soon as
reasonably practicable thereafter and at the same time deliver to the
Administration Agent the documents listed in Schedule 1 (Confirmation of Relevant Permitted Reogranisation).


 


3.           AMENDMENT
AND RESTATEMENT


 


3.1         The
Principal Instrument (including, for the avoidance of doubt, the Warrants
constituted and issued under the Principal Instrument prior to the Amendment
Date), with effect from the Amendment Date, shall stand amended and restated in
the form set out in Schedule 3.


 


3.2         This First
Supplemental Instrument is supplemental to the Principal Instrument.


 


3.3         Subject to
the amendments to be effected to the Principal Instrument and the Warrants
hereunder, the Principal Instrument and the Warrants shall remain in full force
and effect and the Principal Instrument and this First Supplemental Instrument
shall be read and construed together as one instrument.


 


3.4         The
Principal Instrument (as amended hereunder) shall bind the Listco as if the
Listco was stated as an original party thereto and the Listco agrees to be a
party to, and to be bound by, the Principal Instrument (as amended hereunder).


 


3.5         For the
avoidance of doubt, the Relevant Permitted Reorganisation shall not constitute
an Exit Event under the Principal Instrument.


 


4.           NOTICES


 


4.1         A memorandum
of this First Supplemental Instrument shall be endorsed on the original of the
Principal Instrument by the Administration Agent and on the Warrant
Certificates.


 


4.2         Any notice
to be given for the purposes of this First Supplemental Instrument shall be
given in accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and Notices) of the
Principal Instrument.


 


5

















 


5.           FURTHER
ASSURANCE


 


The
Issuer, the Listco and the Warrant Guarantors jointly and severally undertake
to execute all such other documents and comply with all such other requirements
necessary to effect the amendments contemplated hereby and any other matter
incidental thereto.


 


6.           GOVERNING
LAW AND JURISDICTION


 


6.1         Governing law


 


This
First Supplemental Instrument is governed by and shall be construed in
accordance with Hong Kong law.


 


6.2         Jurisdiction


 


6.2.1         The courts of Hong Kong shall have
non-exclusive jurisdiction to settle any dispute arising from or connected with
this First Supplemental Instrument including, without limitation, a dispute
regarding the existence, validity or termination of this Instrument or the
consequences of its nullity (a “Dispute”).


 


6.2.2         The parties agree that the courts of
Hong Kong are the most appropriate and convenient forum to settle any Dispute
and, accordingly, they will not argue to the contrary.


 


6.2.3         No Warrant Holder shall be prevented
from taking proceedings relating to a Dispute in any other courts with
jurisdiction.  To the extent allowed by
law, the Warrant Holders may take concurrent proceedings in any number of jurisdictions.


 


6.3         Service of proceedings


 


Each
of the Issuer, the Listco, each Warrant Guarantor and the Founder agrees that
the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents
required to be served in relation to those Proceedings on the Issuer, the
Listco, each Warrant Guarantor and the Founder (as the case may be) may be
served on
International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10
Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the
Listco, each Warrant Guarantor (that is not incorporated in Hong Kong) and the
Founder in accordance with Clause 3.4 (Notices),
and each of the Issuer, the Listco, each Warrant Guarantor (that is not
incorporated in Hong Kong) and the Founder irrevocably appoints such Person as
its agent to accept service of Proceedings. 
These documents may, however, be served in any other manner allowed by
law.  This Clause applies to all
Proceedings wherever started.


 


7.           EFFECT


 


This
First Supplemental Instrument shall take effect as a deed poll, and shall take
effect for the benefit of the Warrant Holders and the Beneficial Holders from
time to time, and (in relation to any provision that is expressed for the
benefit of or purports to grant any right to the Arranger) the Arranger.


 


6

















 


IN WITNESS WHEREOF this First Supplemental Instrument has been executed by the Issuer, the
Listco, Parentco, Holdco and the Founder as a deed poll and is intended to be
and is hereby delivered on the date first above written.


 


7






 


 










 


THE ISSUER


 


 


EXECUTED AS A DEED by


 


PREMIUM SINO FINANCE LIMITED


 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized Signatory)

  
	
   

  	
   

  
	
  Name:

  	
  Liu Qingzeng

  
	
   

  	
   

  
	
  Title:

  	
  Director

  
			



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name:  Zheng Yao

  



 


Address:            No. 19
Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176, P.R.C.


 


8

















 


EXECUTION


 


 


LISTCO


 


 


EXECUTED AS A DEED by


 


SINOTECH ENERGY LIMITED


 


 


	
  /s/ Liu Qingzeng

  	
   

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Liu Qingzeng

  
	
   

  	
   

  
	
  Title:

  	
  Director

  
				



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Zheng Yao

  
				



 


Address:            No. 19
Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176, P.R.C.


 


9

















 


EXECUTION


 


 


HOLDCO


 


 


EXECUTED AS A DEED by


 


SUPERPORT LIMITED


 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Liu Qingzeng

  
	
   

  	
   

  
	
  Title:

  	
  Director

  
			



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name: 

  	
  Zheng Yao

  
			



 


Address:            No. 19
Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176, P.R.C.


 


10

















 


EXECUTION


 


 


PARENTCO


 


 


THE COMMON SEAL OF


 


INTERNATIONAL PETROLEUM


 


SERVICES CORPORATION LIMITED


 


was hereto affixed


 


 


in the presence of:


 


 


	
  /s/ Nicolas Tang

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Tang Nicolas Tze Hao

  
			



 


Address:  
Sidley Austin Hong Kong SAR


 


11

















 


EXECUTION


 


 


THE FOUNDER


 


 


SIGNED, SEALED AND DELIVERED
AS


 


A DEED by


 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  
	
  (Name of Authorized Signatory)

  
	
   

  
	
  Name:

  	
  Liu Qingzeng

  
	
   

  
	
   

  
	
  in the presence of:

  
	
   

  
	
   

  
	
  /s/ Zheng Yao

  	
   

  
	
   

  
	
  (Name of witness)

  
	
   

  	
   

  
	
  Name:

  	
  Zheng Yao

  
			



 


Address:            No. 19
Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176, P.R.C.


 


12

















 


SCHEDULE
1


CONFIRMATION
OF RELEVANT PERMITTED REORGANISATION


 


1.             a. A certified copy of the register of members of the
Listco; and


 


b.   copy of the register of members of Holdco immediately
prior to Completion, certified by the registered agent,


 


which together show
that the former shareholders of Holdco (as determined immediately prior to
Completion) hold the entire issued share capital of Listco in the same
proportions as they respectively held their shares in Holdco immediately prior
to Completion.


 


2.             Copy of the register of members of Holdco immediately
after Completion, certified by the registered agent which shows the Listco
holds the entire issued share capital of Holdco.


 


3.              A certified copy of a certificate of good standing of
the Listco.


 


13

















 


SCHEDULE
2


REPRESENTATIONS
AND WARRANTIES


 


Part I


 


	
  1.

  	
  In the case of the Issuer, the Listco and each
  Warrant Guarantor, it is a company duly organised, validly existing and in
  good standing under the laws of its jurisdiction of incorporation.

  
	
   

  	
   

  
	
  2.

  	
  In the case of the Issuer, the Listco and each
  Warrant Guarantor, it has all requisite power, right and authority and has
  taken all necessary action to authorise its entry into, and has obtained all
  necessary consents and waivers, to execute, deliver, exercise its rights and
  perform its obligations under, this First Supplemental Instrument, the
  Principal Instrument, the Warrant Agency Agreement, each Warrant Certificate
  and any Accession Undertaking to which it is a party and to consummate the
  transactions contemplated hereby and thereby.

  
	
   

  	
   

  
	
  3.

  	
  No approvals are required under any Applicable Laws
  in relation to the transactions contemplated by this First Supplemental
  Instrument, the Principal Instrument, the Warrant Agency Agreement, any
  Warrant Certificate and/or any Accession Undertaking to which it is a party.

  
	
   

  	
   

  
	
  4.

  	
  His or its obligations under this First Supplemental
  Instrument, the Principal Instrument, the Warrant Agency Agreement, any
  Warrant Certificate and any Accession Undertaking to which he or it is a
  party constitute valid, legal and binding obligations and are enforceable in
  accordance with its terms.

  
	
   

  	
   

  
	
  5.

  	
  The execution and delivery of, and the performance
  by him or it of his or its obligations under this First Supplemental
  Instrument, the Principal Instrument, the Warrant Agency Agreement, any
  Warrant Certificate and/or any Accession Undertaking to which he or it is a party
  will not result in:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  in the case of the Issuer, the Listco or any Warrant
  Guarantor, a breach of any provision of its memorandum or articles of
  association or by-laws or equivalent constitutional documents;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  a breach of, or
  constitute a default under, or conflict with any agreement or any instrument
  to which he or it is a party or by which he or it is bound;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  a breach of any order,
  judgment or decree of any court or governmental agency to which he or it is
  subject or by which he or it is bound or submits;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  a breach of any
  Applicable Laws; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  his or its losing the
  benefit of any material permit, asset, license, grant, subsidy, right or
  privilege which he or it enjoys in any jurisdiction.

  
	
   

  	
   

  	
   

  
	
  6.

  	
  In the case of the Issuer, the
  Listco and each Warrant Guarantor, its board of directors has authorised the
  execution of this First Supplemental Instrument, the

  



 


14

















 


	
   

  	
  Principal Instrument, the Warrant
  Agency Agreement, any Warrant Certificate and any Accession Undertaking to
  which it is a party.

  
	
   

  	
   

  
	
  7.

  	
  The Ordinary Shares comprise the entire voting
  share capital of the Company.

  
	
   

  	
   

  
	
  8.

  	
  On the date of this First Supplemental Instrument
  and up to Completion, the Existing Shareholders legally and beneficially own
  the entire issued share capital of Holdco in the following proportions: the
  Issuer as to 90%, Wise Worldwide Limited as to 4.5%, King Da Investment Fund
  Limited as to 1.5% and Prosperia International Limited as to 4%, and in the
  case of the Issuer only, free from any Encumbrance (other than any
  Encumbrance granted pursuant to the Finance Documents).

  
	
   

  	
   

  
	
  9.

  	
  The entire issued share capital of the Issuer is
  legally and beneficially owned by the Founder.

  
	
   

  	
   

  
	
  10.

  	
  There has not occurred any Event of Default and no
  Event of Default is outstanding or continuing.

  



 


Part II


 


	
  1.

  	
  It has obtained the requisite authority, pursuant to
  the laws of its jurisdiction of incorporation, to issue the Warrants and
  transfer the Warrant Shares upon the exercise of the Purchase Rights.

  
	
   

  	
   

  
	
  2.

  	
  It legally and beneficially owns the Warrant Shares
  free from any Encumbrances (other than the Share Pledge) and the Warrant
  Shares are credited as fully paid, and rank pari passu in all respects with
  the existing Ordinary Shares.

  
	
   

  	
   

  
	
  3.

  	
  Neither it nor any of its affiliates (as defined in
  Rule 405 under the Securities Act), nor any person acting on its or
  their behalf has engaged in any “directed selling efforts” (as defined in
  Regulation S under the Securities Act) with respect to the Warrants.

  
	
   

  	
   

  
	
  4.

  	
  It is a “foreign issuer” (as such term is defined in
  Regulation S under the Securities Act) that reasonably believes that there is
  no substantial U.S. market interest (as defined in Regulation S under the
  Securities Act) in the Warrants to be offered or sold and the securities of
  the Company to be purchased upon exercise of the Warrants.

  
	
   

  	
   

  
	
  5.

  	
  The
  sale and delivery of the Warrant Shares to the Warrant Holders pursuant to
  the terms of the Principal Instrument will vest in the Warrant Holders valid
  legal and beneficial title to the Warrant Shares free and clear of all
  Encumbrances.

  



 


15

















 


Part III


 


1.            The Listco legally and beneficially
owns, free from Encumbrance (other than Encumbrances pursuant to this First
Supplemental Instrument, the Principal Instrument and/or other Transaction
Warrant Instruments and the Share Pledge), the entire issued share capital of
Holdco and all rights attaching or accruing thereto on or after the date of
this First Supplemental Instrument.


 


2.            The Existing Shareholders legally
and beneficially own the entire issued share capital of the Listco in the
following proportions: the Issuer as to 90%, Wise Worldwide Limited as to 4.5%,
King Da Investment Fund Limited as to 1.5% and Prosperia International Limited
as to 4%, and in the case of the Issuer only, free from any Encumbrance (other
than any Encumbrance granted pursuant to the Finance Documents).


 


3.            Other than pursuant to this First
Supplemental Instrument, the Principal Instrument, and/or other Transaction
Warrant Instruments and the Relevant Permitted Reogranisation in accordance
with this First Supplemental Instrument, there is no agreement, arrangement or
obligation requiring the creation, allotment, issue or grant to a Person of the
right (conditional or not) to require the allotment, issue or transfer of any
shares in the Listco (including without limitation any option or right of
conversion).


 


4.            Other than pursuant to this First
Supplemental Instrument, the Principal Instrument and/or other Transaction
Warrant Instruments and the Share Pledge, there is no Encumbrance, and there is
no agreement, arrangement or obligation to create or give an Encumbrance, over
any unissued share capital of the Listco or any of the Required Shares.  No Person has claimed to be entitled to an
Encumbrance in relation to any unissued share capital of the Listco or any of
the Required Shares.  Other than pursuant
to this First 

Supplemental Instrument, the Principal Instrument and/or other Transaction
Warrant Instruments, there are no securities convertible into or ultimately
exchangeable or exercisable for any share in the Listco.


 


5.            The Listco has not at any time since
its incorporation conducted any business or incurred any obligation except
pursuant to this First Supplemental Instrument and in accordance with the
Relevant Permitted Reogranisation.


 


6.            The Entitlement immediately prior to
Completion of any Warrant Holder with respect to shares in Holdco will be
identical to its Entitlement upon Completion with respect to shares in Listco.


 


16

















 


SCHEDULE
3

AMENDED AND RESTATED INSTRUMENT


 


17






 


 










 





 


Execution version


 


PREMIUM
SINO FINANCE LIMITED


 


SINOTECH
ENERGY LIMITED


 


SUPERPORT
LIMITED


 


INTERNATIONAL
PETROLEUM SERVICES CORPORATION LIMITED


 


MR. LIU
QINGZENG


 






 


AMENDED AND RESTATED
INSTRUMENT RELATING TO 


AN INSTRUMENT DATED 8
JANUARY 2010 CONSTITUTING  


TRANCHE
D WARRANTS


 






 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Interpretation

  	
   

  	
  2

  
	
  2.

  	
  Constitution And
  Form Of Warrants

  	
   

  	
  16

  
	
  3.

  	
  Register, Warrant
  Certificates And Designation

  	
   

  	
  20

  
	
  4.

  	
  Purchase Rights And
  Mechanics Of Exercise

  	
   

  	
  20

  
	
  5.

  	
  Qualifying IPO And Exit
  Event

  	
   

  	
  33

  
	
  6.

  	
  Rights Of First Offer And
  Co-Sale Rights

  	
   

  	
  35

  
	
  7.

  	
  Adjustments

  	
   

  	
  39

  
	
  8.

  	
  Undertakings

  	
   

  	
  41

  
	
  9.

  	
  Winding Up Of The Issuer Or
  The Company

  	
   

  	
  45

  
	
  10.

  	
  Transfer Of Warrants And
  Legends

  	
   

  	
  46

  
	
  11.

  	
  Agents And Arranger

  	
   

  	
  47

  
	
  12.

  	
  Variation Of Rights And Votes

  	
   

  	
  48

  
	
  13.

  	
  Warranties And Undertakings

  	
   

  	
  51

  
	
  14.

  	
  Guarantee

  	
   

  	
  55

  
	
  15.

  	
  Replacement Of Warrant
  Certificates

  	
   

  	
  58

  
	
  16.

  	
  Confidential Information

  	
   

  	
  58

  
	
  17.

  	
  Tax Gross Up

  	
   

  	
  59

  
	
  18.

  	
  No Set-Off

  	
   

  	
  60

  
	
  19.

  	
  Notices

  	
   

  	
  60

  
	
  20.

  	
  Partial Invalidity

  	
   

  	
  60

  
	
  21.

  	
  Default Interest

  	
   

  	
  60

  
	
  22.

  	
  Governing Law And
  Jurisdiction

  	
   

  	
  61

  
	
  23.

  	
  Effect

  	
   

  	
  61

  
	
  Schedule 1 Initial
  Beneficial Holders And Initial Warrants Held

  	
   

  	
  63

  
	
  Schedule 2 Form Of
  Global Warrant Certificate

  	
   

  	
  64

  
	
  Schedule 3 Form Of
  Individual Warrant Certificate

  	
   

  	
  74

  
	
  Schedule 4 Form Of Exercise Notice

  	
   

  	
  82

  
	
  Schedule 5 Register,
  Transfers And Notices

  	
   

  	
  85

  
	
  Schedule 6 Registration
  Rights

  	
   

  	
  90

  
	
  Schedule 7 Form Of
  Accession Undertaking

  	
   

  	
  98

  



 

















 


THIS AMENDED AND RESTATED INSTRUMENT is entered into by way of a deed poll on


 


BY:


 


(1)                                 PREMIUM
SINO FINANCE LIMITED, a BVI Business  Company  incorporated and existing under the laws of the
British Virgin Islands
with registration number 607520 (the “Issuer”);


 


(2)                                 SINOTECH ENERGY LIMITED, a Cayman Islands exempted company incorporated and
existing under the laws of the Cayman Islands with registration number 241866 (the “Company”);


 


(3)                                 SUPERPORT LIMITED, a BVI Business  Company incorporated and existing under the laws of the
British Virgin Islands with registration number 1525496 (the “Holdco”);


 


(4)                                 INTERNATIONAL PETROLEUM SERVICES
CORPORATION LIMITED, a
company incorporated and existing under the laws of Hong Kong with registration
number 1165755 (“Parentco”); and


 


(5)                                 MR. LIU QINGZENG, (),
with passport number G27332374 issued by the People’s Republic of China (the “Founder”).


 


IN FAVOUR OF


 


(6)                                THE WARRANT HOLDERS (as defined below);


 


(7)                                THE INITIAL BENEFICIAL HOLDERS (as defined below); and


 


(8)                                THE BENEFICIAL HOLDERS (as defined below).


 


WHEREAS:


 


A.                                   The Issuer is the owner of a number of Ordinary Shares
in the Company, and has agreed to issue warrants to acquire Ordinary Shares in
the Company on the terms set out in this Instrument.


 


B.                                     The Warrants will be in registered form.  Subject to the provisions of this Instrument,
the Warrants will be represented by a global warrant certificate in
substantially the form set out in Schedule 2 (Form of
Global Warrant Certificate) (or with such amendments thereto as the
Administration Agent may reasonably specify to comply with any requirements of
any applicable Clearing System) (the “Global
Warrant Certificate”), which will be exchangeable, in whole or in
part, for Warrants in individual warrant certificates in substantially the form
set out in Schedule 3 (Form of
Individual Warrant Certificate)
(the “Individual Warrant Certificates”)
(together with the Global Warrant Certificate, the “Warrant Certificates” and each a “Warrant Certificate”) in the circumstances specified herein
and therein.


 


1

















 


C.                                     The Issuer will, in relation to the Warrants, enter
into an agency agreement (as amended or supplemented from time to time, the “Warrant  Agency
Agreement”) with Deutsche
Bank AG, Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor
administration agent appointed from time to time in connection with the
Warrants) and Deutsche Bank AG, Hong
Kong Branch as calculation agent (the “Calculation
Agent”, which expression includes any successor calculation agent
appointed from time to time in connection with the Warrants).


 


D.                                    The Issuer wishes to constitute the Warrants by deed
poll.


 


THIS INSTRUMENT WITNESSES as follows:


 


1.                                 INTERPRETATION


 


1.1                           In this
Instrument:


 


“Accession Undertaking” means an accession undertaking in
substantially the form set out in Schedule 7 (Form of
Accession Undertaking).


 


“Accounting Principles” means US GAAP.


 


“Additional
Warrant Guarantor” means any person that becomes a party to this
Instrument pursuant to Clause 14.9.3.


 


“Affiliate”
means, in relation to any Person, a Subsidiary of that Person or a Holding
Company of that Person or any other Subsidiary of any Holding Company of that
Person.


 


“Agents” means the Administration Agent and the Calculation
Agent.


 


“Aggregate
Utilisation” means the aggregate of each Loan (taking, in respect of
each Loan, the amount of such Loan when it was made and ignoring any subsequent
reduction in the amount thereof).


 


“Applicable Laws” means, as to any Person,
any law, statute, rule, regulation, notice, order, policy, or determination of
an arbitrator or a court or other Government Authority or stock exchange, in
each case applicable or binding upon such Person or any of its properties or to
which such Person or any of its properties is subject or pertaining to any or
all of the transactions contemplated or referred to herein.


 


“Approved Audit Firm” means any one of
Deloitte, Ernst & Young, KPMG, PricewaterhouseCoopers and Grant
Thornton as may be nominated by the Warrant Holders by Written Consent and
agreed to by the Issuer (such consent not to be unreasonably withheld or
delayed).


 


“Arranger” means Deutsche Bank AG, Hong Kong
Branch.


 


“Beneficial Holder” means any accountholder
or participant with a Clearing System which has, at any time, credited to its
securities account with such Clearing System 


 


2

















 


one
or more Entries in respect of the Global Warrant Certificate or any of the
Warrants represented thereby, except for any Clearing System in its capacity as
an accountholder of the other Clearing System.


 


“Borrower” means Tianjin New Highland
Science and Technology Development Co., Ltd., a wholly foreign-owned
enterprise established under the laws of the PRC.


 


“Business Day” means a day (other than a Saturday or Sunday)
on which banks are open for general business in London, the PRC, Hong Kong and
Singapore and (in relation to any payment in US$) New York City.


 


“Cash Settlement” has the meaning given to
it in Clause 4.5.1.


 


“Cash Settlement Account” has the meaning
given to it in Clause 4.5.2.


 


“Cash Settlement Amount” has the meaning
given to it in Clause 4.5.3.


 


“Clearing Systems” means Euroclear and
Clearstream, Luxembourg.


 


“Clearstream, Luxembourg” means Clearstream Banking, société
anonyme, Luxembourg.


 


“Common Depositary” means, in relation to a
Clearing System, a common depositary in respect of such Clearing System.


 


“Company Entity” means the Company or any
wholly-owned Subsidiary (direct or indirect) of the Company.


 


“Confidential  Information”
has the meaning given to it in Clause 16.1 (Confidentiality undertaking).


 


“Covered Entity” means the Borrower,
Parentco, Holdco, the Company, any other member of the Group, the Issuer or the
Founder.


 


“Co-Sale Notice” has the meaning given to it
in Clause 6.3.1.


 


“Co-Sale Securities” have the meaning given to it in Clause
6.3.1.


 


“Cut-off Date” means 5:00 p.m. on the
Maturity Date.


 


“Default” has the meaning given to it in the
Facility Agreement (in the form subsisting as at the date of this Instrument).


 


“Determination Date” means, in relation to a
Beneficial Holder:


 


(a)                           (in the case where such Beneficial Holder gives a Direct Rights Notice
in accordance with Clause 2.4.1) the date of such Direct Rights Notice; or


 


(b)                          (in the case where such Beneficial Holder has not given a Direct Rights
Notice in accordance with Clause 2.4.1 but any of the events or circumstances
set out in Clause 2.4.2(a) or (b) occurs) the date of occurrence of
such event or circumstance set out in Clause 2.4.2(a) or (b).


 


3

















 


“Direct Rights” means the rights referred to
in Clause 2.4 (Direct rights).


 


“Direct Rights Event” means, in relation to
a Beneficial Holder at any time while the Global Warrant Certificate is
outstanding, any of the following events:


 


(a)                           any of the Issuer, the Company, Parentco, Holdco, the Founder or any
Additional Warrant Guarantor being in default of any of its obligations under
this Instrument;


 


(b)                          the Warrant Holder failing (for any reason) to act (or refrain from
acting) in accordance with the instructions of such Beneficial Holder with
respect to its Entry (or any of the Warrants to which such Entry relate), duly
transmitted via the applicable Clearing System, provided that such Beneficial
Holder would have been entitled to so act (or so refrain from acting) if it
were the Warrant Holder in respect of such Warrants; and/or


 


(c)                           such Beneficial Holder wishes to exercise or enforce any right or remedy
in respect of any of the Warrants (to which any Entry of such Beneficial Holder
relates) that is not capable of being exercised or enforced through the
applicable Clearing System.


 


“Direct Rights Notice” has the meaning given
to it in Clause 2.4 (Direct
rights).


 


“Dispute” has the meaning given to it in Clause 22.2 (Jurisdiction).


 


“Distribution” means any dividend,
distribution (whether of assets, capital, profits or reserves, including
without limitation the issue of Shares credited as fully paid or partly paid
out of profits or reserves and issued in lieu of a cash dividend), payment or return
of an income or capital nature.


 


“Encumbrance” means any mortgage, assignment
of receivables, debenture, lien, charge, pledge, title retention, right to
acquire, security interest, options, rights of first refusal and any other
encumbrance or condition whatsoever.


 


“Entitlement” means, in relation to a
Warrant Holder or Warrants held by a Warrant Holder, the total number of
Warrant Shares which such Warrant Holder is entitled to purchase (without
charge) pursuant to the outstanding Warrants held by such Warrant Holder,
expressed as a percentage of the Fully Diluted Share Capital, and as the same
may be adjusted in accordance with the provisions of this Instrument, including
Clause 4.2 (Adjustment to Entitlements),
4.8 (Distributions) and Clause 7
(Adjustments).


 


“Entry” means, in relation to the Global
Warrant Certificate, any entry which is made in the securities account of any
Person with a Clearing System in respect of any of the Warrants represented by
the Global Warrant Certificate.


 


“Equity Interest” means, in relation to any
Person:


 


(a)                           any shares of any class or capital stock of or equity interest in such
Person or any depositary receipt in respect of any such shares, capital stock
or equity interest;


 


4

















 


(b)                          any securities convertible or exchangeable (whether at the option of the
holder thereof or otherwise and whether such conversion is conditional or
otherwise) into any such shares, capital stock, equity interest or depositary
receipt, or any depositary receipt in respect of any such securities; or


 


(c)                           any option, warrant or other right to acquire any such shares, capital
stock, capital interest, securities or depositary receipts referred to in
paragraphs (a) and/or  (b).


 


“Equity Shares” means shares comprising the
share capital of the Company.


 


“Euroclear” means Euroclear Bank S.A./N.V..


 


“Event Adjustment Notice” has the meaning
given to it in Clause 4.2.4(a).


 


“Event Determination Date” has the meaning
given to it in Clause 4.2.4(a).


 


“Event of Default” has the meaning given to
it in the Facility Agreement (in the form subsisting as at the date of this
Instrument).


 


“Exercise Date” has the meaning given to it
in Clause 4.4.1.


 


“Exercise Notice” means a notice in the form, or
substantially in the form, set out in Schedule 4 (Form of Exercise Notice).


 


“Exercised Entitlement” has the meaning
given to it in Clause 4.1.2.


 


“Exercising Warrant Holder” means a Warrant
Holder who exercises its Purchase Rights (in whole or in part) in accordance
with Clause 4 (Purchase Rights and Mechanics
of Exercise).


 


“Exit Date” means the date on which an Exit
Event occurs.


 


“Exit Event” means, prior to the occurrence
of a Qualifying IPO:


 


(a)                           any Covered Entity shall, in any transaction or series of related
transactions, sell, convey, or otherwise dispose (by lease, licence or
otherwise) of all or a material part of its assets, property or business or
merge or amalgamate with or into or consolidate with any other corporation,
limited liability company or other entity other than:


 


(i)                               a disposal of assets by a Company Entity to another Company Entity; or


 


(ii)                            a solvent merger or amalgamation between a Company Entity with another
Company Entity (and not involving any person that is not a Company Entity),
where (if the Company is involved in such merger or amalgamation) the Company
is the surviving entity and there are no Equity Interests in the Company
(following such merger or amalgamation) other than Ordinary Shares); or


 


5

















 


(b)                          any transaction or series of related transactions shall occur pursuant
to which more than 40% of the shares or Equity Interests in a Covered Entity
(other than the Founder) are issued, sold, transferred or conveyed to, or
otherwise disposed of by, any person or person(s), other than:


 


(iii)                         any
issuance, sale, transfer, conveyance or disposal of shares or Equity Interests
in the Company in favour of the Issuer; or


 


(iv)                        any
issuance, sale, transfer, conveyance or disposal of shares or Equity Interests
in any Company Entity (other than the Company) in favour of another Company
Entity.


 


“Exit Notice” has the meaning given to it in Clause 5.1.2.


 


“Exit Price” means the price for a Share to
be determined in accordance with Clause 4.6 (Exit
Price).


 


“Facility Agent” has the meaning given to it in the Facility
Agreement.


 


“Facility Agreement” means the facility
agreement dated on or about the date of this Instrument entered into by, among
others, the Borrower and Deutsche Bank AG, Hong Kong Branch as co-ordinating
arranger, Deutsche Bank AG, Hong Kong Branch as facility agent and DB Trustees
(Hong Kong) Limited as security agent as supplemented, varied and/or amended
from time to time.


 


“Finance
Documents” has the meaning given to it in the Facility Agreement.


 


“First Calculation Date” means 31 December 2010.


 


“First Period” means the period of 12 full
calendar months ending on the First Calculation Date.


 


“Fully Diluted Share Capital” means:


 


(a)                           as at the relevant time up to and including the occurrence of a
Qualifying IPO, the aggregate of:


 


(1)                                       all Equity Shares in issue; and


 


(2)                                       all Equity Shares which would be issued if all the Outstanding Options
for the time being had been exercised in full,


 


but excluding any Shares
which would be issued in any share offering as part of any Qualifying IPO; and


 


(b)                          at any time after the occurrence of a Qualifying IPO, the Fully Diluted
Share Capital (as at the occurrence of such Qualifying IPO) as determined in
accordance with paragraph (a), provided that, if at any time or from time to
time after the  QIPO Date, the Shares are
changed into the same or a different number of Shares or any class or classes
of Equity Shares of the Company, whether by subdivision, consolidation, reclassification
or otherwise, in any such 


 


6

















 


event, the Fully Diluted
Share Capital as determined in accordance with paragraph (a) shall include
or be replaced by (as the case requires) the kind and amount of Equity Shares
and/or other securities and property receivable upon such subdivision,
consolidation, reclassification or other change as if such subdivision,
consolidation, reclassification or change had occurred immediately prior to the
occurrence of the Qualifying IPO.


 


“Global Warrant Certificate” has the meaning
given in the Recitals.


 


“Government Authority” means any national,
provincial, municipal, city or local government or other political subdivision
thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any corporation or
other entity owned or controlled, through share or capital ownership or
otherwise, by any of the foregoing.


 


“Group” means the Company and its Subsidiaries from time to
time and a “member of the Group” is to be
construed accordingly.


 


“Holding Company” means, in relation to a company,
corporation or entity, any other company, corporation or entity in respect of
which it is a Subsidiary.


 


“Hong Kong Stock Exchange” means The Stock
Exchange of Hong Kong Limited.


 


“IFRS” means International Financial
Reporting Standards issued and/or adopted by the International Accounting
Standards Board from time to time.


 


“Initial Beneficial Holders”
means the Persons whose names are set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants
Held) (each an “Initial Beneficial
Holder”).


 


“Initial Utilisation Date” has the meaning
given to it in the Facility Agreement (in the form subsisting as at the date of
this Instrument).


 


“Intercompany Loan Agreement” means the loan agreement dated 6 May 2009
entered into between Premium Sino as borrower and Wise Worldwide as lender
pursuant to which Premium Sino borrowed HK$45,000,000 from Wise Worldwide.


 


“Lender”
has the meaning given to it in the Facility Agreement (in the form subsisting
as at the date of this Instrument) and “Lenders”
shall be construed accordingly.


 


“Loan” has the meaning given to it in the Facility Agreement
(in the form subsisting as at the date of this Instrument).


 


“Majority Lenders” has the meaning given to it in the
Facility Agreement (in the form subsisting as at the date of this Instrument).


 


7














 


“Market Value” means, in relation to any
shares in the capital of the Company or rights to purchase, subscribe for, or
to convert securities into, shares in the capital of the Company, Warrants or
any Warrant Shares (collectively “Relevant
Securities”):


 


(a)                           the amount which the Warrant Holders (acting by Written Consent) and the
Issuer (each acting reasonably) shall agree as being their market value; or


 


(b)                          in the absence of such agreement, the amount which the applicable
Approved Audit Firm (appointed in accordance with Clause 6.1.2) states in
writing to be in its opinion their market value, on the basis of a sale as
between a willing seller and a willing buyer at arms’ length (as relevant) and,
in determining such market value, the Approved Audit Firm shall be instructed
in particular (where relevant):


 


(i)                               to have regard to the rights attached (or which would attach) to such
Relevant Securities (and/or shares in the Company to which such Relevant
Securities relate) in respect of income and capital but disregard any
restrictions as to transfer;


 


(ii)                            to disregard whether such Relevant Securities (and/or shares in the
Company to which such Relevant Securities relate) represent (or would
represent) a minority interest; and


 


(iii)                         if
the Company (or any other Covered Entity) is then carrying on business as a
going concern, to assume it will continue to do so.


 


“Maturity Date” means the date that is 60
Months after the Initial Utilisation Date.


 


“Month” means a period starting on one day in a calendar
month and ending on the numerically corresponding day in the next calendar
month, except that:


 


(a)                           (subject to paragraph (c) below) if the numerically corresponding
day in that next calendar month (in which that period is to end) is not a
Business Day, that period shall end on the next Business Day in that next
calendar month if there is one, or if there is not, on the immediately
preceding Business Day in that next calendar month;


 


(b)                          if there is no numerically corresponding day in that next calendar month
(in which that period is to end), that period shall end on the last Business
Day in that next calendar month; and


 


(c)                           if any period begins on the last Business Day of a calendar month, that
period shall end on the last Business Day in the calendar month in which that
period is to end.


 


The above rules will
only apply to the last Month of any period.


 


“Net
Income” means, in respect of any period, the consolidated after-Tax
net income of the Borrower for such period, as determined in accordance with
Clause 4.3 (Determination of Net Income).


 


8

















 


“Net
Income Guarantee I” means US$30,000,000, provided that if, as at the
First Calculation Date, the Aggregate Utilisation is less than US$65,000,000,
the “Net Income Guarantee I” shall be equal to US$30,000,000 multiplied by the
fraction borne by the Aggregate Utilisation to US$65,000,000.


 


“Net
Income Guarantee II” means US$45,000,000, provided that if, as at
the Second Calculation Date, the Aggregate Utilisation is less than
US$65,000,000, the “Net Income Guarantee II” shall be equal to US$45,000,000
multiplied by the fraction borne by the Aggregate Utilisation to US$65,000,000.


 


“Obligors”
has the meaning given to it in the Facility Agreement (in the form subsisting as
at the date of this Instrument).


 


“Offered Price” has the meaning given to it
in Clause 6.2.1.


 


“Offered Shares” has the meaning given to it
in Clause 6.2.1.


 


“Offeree” has the meaning given to it in Clause 6.2.5.


 


“Ordinary Shares” means ordinary shares in the share capital
of the Company.


 


“Other Warrants” means any warrants
(other than Transaction Warrants) relating to the purchase of shares
in the Company, issued and/or to be issued by the Issuer pursuant to
an Other Warrant Instrument.


 


“Other Warrant Holders” means the holders of
Other Warrants as determined in accordance with the provisions of the Other
Warrant Instruments applicable to such Other Warrants.


 


“Other Warrant Instruments” means the
warrant instrument(s) entered into or to be entered into by (among others)
the Issuer as issuer, with prior written consent of the Arranger, pursuant to
which the Issuer grants warrants entitling the holders thereof to purchase
shares in the Company.


 


“Outstanding Options” means, at any relevant time, all outstanding
options or outstanding rights (whether or not conditional or contingent and
assuming full performance of any performance-linked rights), to subscribe for
Equity Shares or securities which are convertible into Equity Shares.


 


“Period” means the First Period or the
Second Period.


 


“Person” means any individual, firm,
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, joint stock company, limited liability company, Government
Authority or other entity of any kind, and shall include any legal personal
representatives, successor (by merger or otherwise) and permitted assigns of
such entity.


 


“PRC” means the People’s Republic of China
(excluding for such purposes Hong Kong, Macau and Taiwan).


 


9

















 


“Proceedings” has the meaning given to it in Clause 22.3
(Service of proceedings).


 


“Purchase Rights”
means the rights of the Warrant Holders to purchase (without charge) Warrant
Shares from the Issuer pursuant to the Warrants, on the terms and subject to
the conditions of this Instrument.


 


“QIPO Date” means the date on which shares
of the Company commence trading on the relevant stock exchange pursuant to a
Qualifying IPO.


 


“QIPO Notice” has the meaning given to it in
Clause 5.1.1.


 


“Qualifying IPO” means any initial public
offering of shares of the Company on any Stock Exchange (and any reference in
this Instrument to the “occurrence of a
Qualifying IPO” or other terms having a similar effect shall mean
the commencement of trading of the shares of the Company on the relevant Stock
Exchange pursuant to a Qualifying IPO).


 


“Register” means the register of Warrant Holders required to
be maintained pursuant to Schedule 5 (Register, Transfers and Notices).


 


“Relevant Party” means the Issuer, the
Company, any other Warrant Guarantor the Calculation Agent or any Warrant
Holder.


 


“Required Shares” has the meaning given to
it in Clause 8.1.3.


 


“Revocation Notice” has the meaning given to
it in Clause 5.2.1.


 


“ROFO Holders” has the meaning given to it
in Clause 6.2.1.


 


“ROFO Offer” has the meaning given to it in
Clause 6.2.2.


 


“ROFO Period” has the meaning given to it in
Clause 6.2.3.


 


“ROFO Response” has the meaning given to it
in Clause 6.2.3.


 


“ROFO Shares” has the meaning given to it in
Clause 6.2.2.


 


“Second Calculation Date” means 31 December 2011.


 


“Second Period” means the period of 12 full
calendar months ending on the Second Calculation Date.


 


“Securities Act”
means the United States Securities Act of 1933, as amended.


 


“Security Agent” has the meaning given to it
in the Security Trust Deed.


 


“Security” has the meaning given to it in
the Facility Agreement (in the form subsisting as at the date of this
Instrument).


 


“Security  Documents”
has the meaning given to it in the Facility Agreement (in the form subsisting
as at the date of this Instrument).


 


10

















 


“Security Trust Deed” means the security
trust deed entered into or to be entered into between, among others, DB
Trustees (Hong Kong) Limited as Security Agent, Deutsche Bank AG, Hong Kong
Branch as Facility Agent and the Borrower.


 


“Share Pledge” means the share mortgage
entered into or to be entered into between the Issuer, and DB Trustees (Hong
Kong) Limited as Security Agent pursuant to which, among other things, the
Issuer grants Security over certain of its shares in the Company.


 


“Shares” means the Ordinary Shares.


 


“Specified Office” has the meaning given in the Warrant
Agency Agreement.


 


“Stated Per Cent” means, as at the date of
this Instrument, one per cent (1%) of the Fully Diluted Share Capital, subject
to adjustments pursuant to Clause 4.2 (Adjustment
to Entitlements), 4.8 (Distributions)
and Clause 7 (Adjustments).  As of the Initial Utilisation Date, each
100,000 Warrants shall represent an Entitlement of one per cent (1%) of the
Fully Diluted Share Capital.


 


“Stock Exchange” means (i) the Hong
Kong Stock Exchange or (ii) New York Stock Exchange or the
NASDAQ Stock Market or (iii) any other internationally recognised stock
exchange acceptable to the Warrant Holders (pursuant to a Written Consent), and
on which any of the Shares are listed (or are to be listed) at any time.


 


“Subordination  Deed” has the meaning given to it in the Facility Agreement
(in the form subsisting as at the date of this Instrument).


 


“Subsidiary” means in relation to any company, corporation or
entity, a company, corporation or entity:


 


(a)                           which is controlled, directly or indirectly, by the first mentioned
company, corporation or entity;


 


(b)                          more than half the issued share capital, registered capital or equity
interest of which is beneficially owned, directly or indirectly by the first
mentioned company, corporation or entity; or


 


(c)                           which is a Subsidiary of another Subsidiary of the first mentioned company,
corporation or entity,


 


and
for this purpose, a company, corporation or entity shall be treated as being
controlled by another if that other company, corporation or entity is able to
direct its affairs and/or to control the majority of the composition of its
board of directors or equivalent body.


 


“Tax” means any tax, levy, impost, duty or other charge or
withholding of a similar nature (including any penalty or interest payable in
connection with any failure to pay or any delay in paying any of the same).


 


11

















 


“this Instrument” means this Instrument and the Schedules (as
from time to time modified in accordance with the provisions contained herein)
and (unless the context requires otherwise) includes any deed poll or other
document executed in accordance with the provisions hereof (as from time to
time modified as aforesaid) and expressed to be supplemental hereto.


 


“Total Entitlement” means, from time to
time, the aggregate of the Entitlements of the Warrant Holders.


 


“Total Transaction Entitlement” means, from
time to time, the aggregate of the Transaction Entitlements of the Transaction
Warrant Holders.


 


“Trading Day” means (after a Qualifying IPO) a day on which
trading is carried out on the Stock Exchange on which Shares are listed,
provided that the trading of Shares on such day is not suspended.


 


“Transaction Documents” has the meaning
given to it in the Facility Agreement (in the form subsisting as at the date of
this Instrument).


 


“Transaction Entitlement” means, in relation
to a Transaction Warrant Holder or Transaction Warrants held by a Transaction
Warrant Holder, the total number of Transaction Warrant Shares for which such
Transaction Warrant Holder is entitled to purchase (under the terms of the
Transaction Warrant Instruments) pursuant to the outstanding Transaction
Warrants held by such Transaction Warrant Holder, expressed as a percentage of
the Fully Diluted Share Capital, and as the same may be adjusted in accordance
with the provisions of the applicable Transaction Warrant Instruments.


 


“Transaction  Written Consent”
means the consent in writing of the Transaction Warrant Holders holding
outstanding Transaction Warrants entitling them to purchase more than 50 per
cent. of all the Transaction Warrant Shares which would be purchased if all the
Transaction Entitlements of the outstanding Transaction Warrants are exercised
to their maximum extent.


 


“Transaction Warrants” means the warrants to purchase
Ordinary Shares pursuant to the Transaction Warrant Instruments (including
without limitation the Warrants).


 


“Transaction Warrant Holders” means (a) the
Warrant Holders and (b) the holders of Transaction Warrants (other than
the Warrants) as determined in accordance with the provisions of the Transaction
Warrant Instruments applicable to such Transaction Warrants.


 


“Transaction  Warrant Instruments” means any warrant instruments entered
into by (among others) the Issuer as issuer, the Company, the Parentco and the
Founder, pursuant to which the Issuer grants warrants entitling the holders
thereof to purchase shares in the Company (including without limitation this
Instrument).


 


“Transaction Warrant Shares” means the Ordinary Shares to be
transferred by the Issuer upon the exercise of the purchase rights attaching to
the Transaction Warrants.


 


12

















 


“Transfer” has the meaning given to it in
Clause 6.2.1.


 


“Transfer Notice” has the meaning given to
it in Clause 6.2.1.


 


“Unanimous  Written Consent”
means the consent in writing of:


 


(a)                           the Warrant Holders holding outstanding Warrants entitling them to
purchase 100% per cent. of all the Warrant Shares which would be purchased if
all the Entitlements of the outstanding Warrants are exercised to their maximum
extent; and


 


(b)                          (for the purposes of any amendment, modification, alteration, waiver or
other matter requiring or expressed to require a “Unanimous Written Consent”)
each Person that was a Warrant Holder immediately prior to exercising its
Purchase Rights in full in respect of any of its Warrants, and whose rights or
entitlement would be affected by such amendment, modification, alteration,
waiver or other matter.


 


“US$” or “US
Dollars” means United States dollars, the lawful currency of the
United States of America.


 


“US GAAP” means generally accepted
accounting principles in the United States of America.


 


“Utilisation” has the meaning given to it in
the Facility Agreement (in the form subsisting as at the date of this
Instrument).


 


“Utilisation Date” has the meaning given to
it in the Facility Agreement (in the form subsisting as at the date of this
Instrument).


 


“Warrant Certificate” has the meaning given in the Recitals.


 


“Warrant Guarantors” means the Company, Parentco, Holdco and
each Additional Warrant Guarantor.


 


“Warrant Holder’s Group” means in respect of a Warrant Holder, the Warrant Holder and its Affiliates, and
a “member of the Warrant Holder’s Group” shall be construed accordingly.


 


13

















 


“Warrant Holders” means the Persons in whose names the
Warrants are registered from time to time as evidenced by the Register,
provided that at all times during the period from the date of this Instrument
to the time when the Global Warrant Certificate has been
issued in accordance with Clause 2.1.1(b), each Initial Beneficial Holder
shall be deemed to be a Warrant Holder; and a “Warrant
Holder” means any one of them. 
For the avoidance of doubt, for the purposes of any rights or
entitlement expressed to be given to a Warrant Holder under this Instrument
after the exercise by such Warrant Holder of its Purchase Rights in full in
respect of any of its Warrants (including without limitation Clause 4.2.4), a
Person that was a Warrant Holder immediately prior to exercising its Purchase
Rights in full in respect of any Warrants shall continue to be a “Warrant
Holder” (with respect to such Warrants) notwithstanding that such Warrants
shall have been exercised in full.


 


“Warrant Shares” means the Ordinary Shares to be transferred
by the Issuer upon the exercise of the Purchase Rights attaching to the
Warrants (and/or pursuant to Clause 4.2.4(b)).


 


“Warrants” means the warrants to purchase (without charge)
Ordinary Shares pursuant to this Instrument, with each 100,000 Warrants representing
an Entitlement of one per cent. (1%) of the Fully Diluted Share Capital, and as
the same may be adjusted in accordance with the provisions of this Instrument,
including Clause 4.2  (Adjustment to Entitlements), 4.8 (Distributions) and Clause 7 (Adjustments).


 


“Written
Consent” means the consent in writing of the Warrant Holders holding
outstanding Warrants entitling them to purchase more than 50% per cent. of all
the Warrant Shares which would be purchased if all the Entitlements of the
outstanding Warrants are exercised to their maximum extent.


 


1.2                          The headings
in this Instrument do not affect its interpretation.


 


1.3                          Unless
otherwise specified herein or unless the context otherwise requires, in this
Instrument a reference to:


 


1.3.1                            a Clause,
paragraph or Schedule, unless specifically provided otherwise, is a reference
to a clause or paragraph of, or schedule to, this Instrument;


 


1.3.2                            a statutory
provision includes a reference to the statutory provision as modified or
re-enacted or both from time to time after the date of this Instrument and any
subordinate legislation made or other thing done under the statutory provision
after the date of this Instrument;


 


1.3.3                            the singular
includes the plural and vice versa (unless the context requires otherwise);


 


1.3.4                            words
incorporating one gender shall include each gender;


 


1.3.5                            “parties” means the Company, the Issuer,
Parentco, Holdco, each other Warrant Guarantor, the Founder, the Administration
Agent and the Calculation Agent and a “party”
shall be construed accordingly;


 


14

















 


1.3.6                            the Administration Agent, the Calculation Agent, the Facility Agent, the Company, the Issuer, Parentco,
Holdco, any Additional Warrant Guarantor, the Founder, any Warrant Holder, any Lender
or any Secured Party shall be construed so as to include its
successors in title, permitted assigns and permitted transferees; and


 


1.3.7                            the Facility
Agreement or any other agreement or instrument is a reference to that Facility
Agreement or other agreement or instrument as amended, supplemented  or novated from time to time.


 


1.4                          Unless
otherwise defined herein or unless the context otherwise requires, (a) terms
and expressions defined in or construed for the purposes of the Facility
Agreement (in the form subsisting as at the date of this Instrument) shall have
the same meaning in this Instrument and (b) the rules of construction
set out in Clauses 1.2 (Construction)
and  1.3  (Currency symbols and definitions) of the
Facility Agreement (in the form subsisting as at the date of this Instrument)
shall have the same meaning in this Instrument.


 


1.5                          The
Schedules to this Instrument form part of it and shall have the same force and
effect as if expressly set out in the body of this Instrument.


 


1.6                          Unless a
contrary indication appears, any reference in this Instrument to a time of day
is a reference to Hong Kong time.


 


1.7


 


1.7.1                            If any
obligations under this Instrument fall due on a day or date which is not a
Business Day, such obligations shall instead fall due on the next Business Day in the same calendar
month (if there is one) or the preceding Business Day (if there is not).


 


1.7.2                            During any
extension of the due date for payment of any amount pursuant to Clause 1.7.1  above, interest is payable on such amount at the rate payable on the
original due date.


 


1.8                          The
liabilities and obligations of the Issuer and the Founder under this Instrument
shall be joint and several.


 


1.9                          Certain
provisions of this Instrument are summaries of the Warrant Agency Agreement and
subject to its detailed provisions.  The
Warrant Holders shall be bound by, and shall be deemed to have notice of all
the provisions of the Warrant Agency Agreement applicable to them.  With effect from no later than the Initial
Utilisation Date, copies of the Warrant Agency Agreement are available for
inspection during normal business hours at the Specified Office of the
Administration Agent.


 


1.10                    Any
reference to “purchase” in this Instrument and any Warrant Certificate shall
include a reference to “acquire (without consideration)” and (as applicable “acquisition
(without consideration)”.


 


15














 


2.                                CONSTITUTION
AND FORM OF WARRANTS


 


2.1                          Issue of Warrants


 


2.1.1                            The Issuer:


 


(a)                     hereby
constitutes and issues, with effect from the Initial Utilisation Date, for the
benefit of each Initial Beneficial Holder, Warrants in such number and with
such initial Entitlements as set out opposite the name of such Initial
Beneficial Holder in Schedule 1 (Initial
Beneficial Holders and Initial Warrants Held) (being in aggregate
100,000 Warrants with an aggregate Entitlement of 1.0% of the Fully Diluted
Share Capital), with each 100,000 Warrants representing an Entitlement of one
per cent (1%) of the Fully Diluted Share Capital; and


 


(b)                    shall, on
the Initial Utilisation Date:


 


(i)                       cause all of
the Warrants referred to in Clause 2.1.1(a) to be deposited into Euroclear
and be represented by a Global Warrant Certificate;


 


(ii)                    issue to a nominee of a Common
Depositary for the Clearing Systems (as specified by the Arranger) (and deposit
with or procure the Administration Agent to deposit with such nominee) a Global
Warrant Certificate representing all of the Warrants referred to in Clause
2.1.1(a) and procure that the name of such nominee be entered into the
Register as the Warrant Holder in respect of such Warrants; and


 


(iii)                 ensure that the securities account
with the Clearing Systems of each Initial Beneficial Holder is credited with an
Entry in respect of beneficial interests in Warrants, in such number and with
such initial Entitlements as set out opposite the name of such Initial
Beneficial Holder in Schedule 1 (Initial
Beneficial Holders and Initial Warrants Held).


 


Each Warrant issued under this Clause shall carry the
right (but not the obligation) for the Warrant Holder (in respect of such
Warrant) to purchase (without charge) from the Issuer an aggregate number of
Warrant Shares representing the Entitlement attributable to such Warrant, (in
each case) on the terms and subject to the conditions set out in this
Instrument and with such other rights as set out in this Instrument.


 


2.1.2                            The Warrants
(and the Entitlements attributable to such Warrants) shall only become
effective and enforceable in accordance with their terms (but shall
automatically become effective and enforceable in accordance with their terms)
on the Initial Utilisation Date.


 


16

















 


2.1.3                            The Issuer
shall ensure that the Warrant Agency Agreement is executed and delivered to the
Administration Agent and the Calculation Agent no later than the date on which
the first Utilisation Request is delivered under the Facility Agreement.


 


2.1.4                            All Warrants
issued hereunder shall form a single series of Warrants.


 


2.1.5                            The Warrants
are issued in registered form.


 


2.1.6                            At any time
when any Warrants are represented by a Global Warrant Certificate and such
Global Warrant Certificate is deposited with a nominee for a Common Depositary
for the Clearing Systems:


 


(a)                     the rights
conferred on the Warrant Holder of the Global Warrant Certificate pursuant to
the terms of such Global Warrant Certificate and this Instrument are held for
the benefit of the Beneficial Holders in accordance with their respective
interests in the number of Warrants and the Entitlements relating to such
Warrants evidenced by their respective Entries; and


 


(b)                    the rules for
the time being of the Clearing Systems shall govern the manner in which the
Warrant Holder of the Global Warrant Certificate shall act and exercise its
rights in respect of such Warrants in accordance with the instructions from
time to time of such Beneficial Holders in respect of their respective Entries.


 


2.2                          Undertakings


 


Each
party undertakes to comply with the terms and conditions of this Instrument and
the obligations expressed to be undertaken by it in each Warrant Certificate
and specifically, but without limitation, to do all such things and execute all
such documents necessary in order to give effect to the Purchase Rights and
such other rights hereunder and thereunder conferred on the Warrant Holders in
accordance with the terms of this Instrument and each Warrant Certificate.


 


2.3                          Binding effect


 


The
Warrants are issued on the terms and conditions of this Instrument, which are
binding upon the Issuer, the Company, Parentco, Holdco, each Additional Warrant
Guarantor, the Founder, each Warrant Holder and each Beneficial Holder and all
Persons claiming through or under any of them.


 


2.4                          Direct rights


 


2.4.1                            If at any
time any Warrants are represented by a Global Warrant Certificate and a Direct
Rights Event occurs with respect to any Beneficial Holder (which has an Entry relating
to any such Warrants), such Beneficial Holder shall be entitled to require, by
notice to the Administration Agent (“Direct
Rights Notice”), the issue to it of such number of Individual
Warrant 


 


17

















 


Certificates representing in
aggregate such number of Warrants (and with such aggregate Entitlements) equal
to the aggregate number of Warrants (and, as applicable, the aggregate
Entitlements) to which such Beneficial Holder’s Entry relates as at the Determination
Date in respect of such Beneficial Holder, in exchange (in part) for such
Global Warrant Certificate.  Upon
issuance of such Individual Warrant Certificates in respect of any such
Warrants, the number and Entitlements of Warrants represented by such Global
Warrant Certificate shall be reduced accordingly (by the number (and, as the
case may be, the Entitlements) of such Warrants to which such Individual
Warrant Certificates so issued relate).


 


2.4.2                            If at any
time any Warrants are represented by a Global Warrant Certificate and:


 


(a)                     Euroclear
Bank S.A./N.V. or Clearstream, Luxembourg is closed for business for a
continuous period of 14 days (other than by reason of legal holidays) or
announces an intention permanently to cease business; or


 


(b)                    a Direct
Rights Event occurs with respect to any Beneficial Holder, and the Beneficial
Holders whose Entries (immediately prior to the giving by any Beneficial Holder
of any Direct Rights Notice in respect of such Direct Rights Event) in
aggregate relate to 50% or more of the Warrants represented by such Global
Warrant Certificate (immediately prior to the giving by any Beneficial Holder
of any Direct Rights Notice in respect of such Direct Rights Event) give Direct
Rights Notices, whether separately or together, to the Administration Agent in
accordance with Clause 2.4.1,


 


such Global Note Certificate shall be exchanged in
whole (but not in part) into Individual Warrant Certificates issued in favour
of each of the Beneficial Holders, each representing in aggregate such number
of Warrants (and with such aggregate Entitlements) equal to the aggregate
number of Warrants (and, as applicable, the aggregate Entitlements) to which
such Beneficial Holder’s Entry relates as at the Determination Date in respect
of such Beneficial Holder.


 


2.4.3                            If:


 


(a)                     a Direct
Rights Event occurs with respect to any Beneficial Holder and such Beneficial
Holder gives a Direct Rights Notice in accordance with Clause 2.4.1, such
Beneficial Holder; or


 


(b)                    any of the
events or circumstances set out in Clause 2.4.2(a) or (b) occurs,
each Beneficial Holder,


 


shall have against each of the Issuer, Company,
Parentco, Holdco, the Founder and each Additional Warrant Guarantor, all rights
(“Direct Rights”) 


 


18

















 


which such Beneficial Holder would have had in respect
of the Warrants if, immediately before the Determination Date in respect of
such Beneficial Holder, it had been the Warrant Holder of Warrants in such
number (and with such Entitlements) equal to the aggregate number of Warrants
(and, as applicable the aggregate Entitlements) to which such Beneficial Holder’s
Entry relates and a duly completed, executed and authenticated Individual
Warrant Certificate had been issued to such Beneficial Holder in respect of
such Warrants, including (without limitation) the Purchase Rights represented
by such Warrants (and as if such Individual Warrant Certificate had (where
required by this Instrument, the Warrant Agency Agreement or the terms of such
Individual Warrant Certificate) been duly presented and (where required by this
Instrument, the Warrant Agency Agreement or the terms of such Individual
Warrant Certificate) surrendered on the due date in accordance with this
Instrument, the Warrant Agency Agreement and the terms of such Individual
Warrant Certificate).


 


2.4.4                            No further
action shall be required on the part of the Issuer or any other Person
(including without limitation any Beneficial Holder) for any Beneficial Holder
to enjoy the Direct Rights provided, however, that nothing herein shall
entitle any Beneficial Holder to receive any Warrant Shares that have already
been transferred or any payment which has already been made in accordance with
the terms of the Global Warrant Certificate.


 


2.4.5                            Notwithstanding
any other provision of this Instrument, as long as any Warrants are represented
by a Global Warrant Certificate and such Global Warrant Certificate is
deposited with a nominee for a Common Depositary for the Clearing Systems, the
requirement for presentation or surrender of such Global Warrant Certificate in
respect of any exercise of rights relating to any Warrants represented by such
Global Warrant Certificate (including without limitation in connection with any
exercise of Purchase relating to any such Warrants) shall not apply.


 


2.4.6                            The records
of the Clearing Systems and their participants shall be conclusive as to the
identity of the Beneficial Holders and the respective number and Entitlement of
Warrants credited to their respective securities accounts with the Clearing
Systems (or to which their Entries relate) and a statement issued by the
applicable Clearing System or any such participant setting out:


 


(a)                     the name of
the Beneficial Holder in respect of which it is issued; and


 


(b)                    the Entitlement
to which any Entry of such Beneficial Holder relates on any date,


 


shall be conclusive evidence for all purposes of this
Instrument.


 


2.4.7                            If the
applicable Clearing System determines the Determination Date in respect of a
Beneficial Holder, such determination shall (in the absence of manifest error)
be binding on the Issuer, the Company, Parentco, Holdco, the 


 


19

















 


Founder, each Additional Warrant
Guarantor, the Warrant Holders and the Beneficial Holders (with Entries at such
Clearing System).


 


3.                                REGISTER,
WARRANT CERTIFICATES AND DESIGNATION


 


3.1                          Register


 


The
Issuer shall appoint the Administration Agent to maintain the Register in
accordance with the Warrant Agency Agreement.


 


3.2                          Warrant Certificates


 


The
Issuer shall, immediately upon the name of a Warrant Holder being entered in
the Register, issue, or procure the Administration Agent to issue, to the
Warrant Holder a Warrant Certificate (or Warrant Certificates in such
denominations as the Warrant Holder may reasonably require provided that each
such Warrant Certificate shall relate to an integral number of Warrants)
setting out the number of Warrants registered in its name and the Entitlement
relating thereto and, upon the request of the Warrant Holder from time to time,
the Issuer shall, or procure the Administration Agent to, re-issue Warrant
Certificates in such other denominations as the Warrant Holder may reasonably
require (provided that each such Warrant Certificate shall relate to an
integral number of Warrants).


 


4.                                PURCHASE
RIGHTS AND MECHANICS OF EXERCISE


 


4.1                          Rights to purchase Warrant Shares


 


4.1.1                            Subject to
the terms and conditions of this Instrument, the Purchase Rights may be
exercised by the Warrant Holders:


 


(a)                     (before a Qualifying
IPO) immediately before the occurrence of a Qualifying IPO or an Exit Event,
provided that (a) (in the case of a Qualifying IPO) such Qualifying IPO
occurs at any time from the date of this Instrument up to and including 5.00pm
on the Cut-off Date or (b) (in the case of an Exit Event) such Exit Event
occurs at any time from the date of this Instrument up to and including the
earlier of the occurrence of a Qualifying IPO or 5.00pm on the Cut-off Date; or


 


(b)                    (after
a  Qualifying IPO) at any time, and from
time to time, up to and including 5.00pm on the Cut-off Date.


 


For the avoidance of doubt, each Warrant Holder shall
have an independent right to exercise its Purchase Rights (and/or any other
rights) in respect of any or all of the Warrants held by such Warrant Holder in
whole or in part (provided that the Purchase Rights in respect of any one
Warrant may only be exercised in full but not in part), and any exercise or
non-exercise of any Purchase Rights (and/or any other rights) by any Warrant Holder
shall not affect the ability of any other Warrant Holder to exercise or refrain
from 


 


20

















 


exercising any of its Purchase Rights (and/or any
other rights) in respect of any or all of the Warrants held by such other
Warrant Holder.


 


4.1.2                            A Warrant
Holder may exercise its Purchase Rights, in whole or in part, in accordance
with the terms of this Instrument (provided that the Purchase Rights in respect
of any one Warrant may only be exercised in full but not in part). Subject to
the provisions of Clauses 4.5 (Cash
Settlement) and 5.2 (Revocation)
and/or any other similar provisions contained in this Instrument, upon
exercise, a Warrant Holder is obliged to accept, and the Issuer is obliged to
transfer (free of charge) to such Warrant Holder, such number of Warrant Shares
representing the Entitlement of such Warrant Holder in respect of which such
Warrant Holder is exercising its Purchase Rights (the “Exercised Entitlement” of such Warrant
Holder).


 


4.2                          Adjustment to Entitlements


 


4.2.1                            If the Net
Income for the First Period (as determined in accordance with Clause 4.3 (Determination of Net Income)) is less than the Net Income
Guarantee I, then (i) the Stated Per Cent and (ii) the outstanding
Entitlement of each Warrant Holder (as adjusted from time to time, including in
accordance with Clause 4.8 (Distributions))
shall each be increased by multiplying the same by the Adjustment Multiple I,
where the “Adjustment Multiple I”
is equal to the amount (expressed as a decimal) represented by the Net Income
Guarantee I divided by the Net Income for the First Period (as determined in
accordance with Clause 4.3 (Determination of Net
Income).  For the avoidance of
doubt, the Stated Per Cent and the Entitlement of each Warrant Holder shall in
no event be subject to any downwards adjustment under this Clause 4.2.1.


 


4.2.2                            If the Net
Income for the Second Period (as determined in accordance with Clause 4.3 (Determination of Net Income)) is less than the Net Income
Guarantee II, then (i) the Stated Per Cent and (ii) the outstanding
Entitlement of each Warrant Holder) shall each be adjusted to be the higher of:


 


(a)                     (in the case
of (i)) the Stated Per Cent or (in the case of (ii)) the outstanding
Entitlement of such Warrant Holder), (in each case determined as if the same
had not been adjusted in accordance with Clause 4.2.1, but as the same may have
been adjusted in accordance with other provisions of this Instrument, including
without limitation Clause 4.8 (Distributions))
multiplied by the Adjustment Multiple II, where the “Adjustment Multiple II” is equal to the amount (expressed as a
decimal) represented by the Net Income Guarantee II divided by the amount of
the Net Income for the Second Period (as determined in accordance with Clause
4.3 (Determination of Net Income)); and


 


(b)                    (in the case
of (i)) the Stated Per Cent or (in the case of (ii)) the outstanding
Entitlement of such Warrant Holder, as determined pursuant to Clause
4.2.1.  For the avoidance of doubt, the
Stated Per 


 


21

















 


Cent and the Entitlement of each
Warrant Holder shall in no event be subject to any downwards adjustment under
this Clause 4.2.2.


 


4.2.3                            Subject to
Clause 4.2.4, the Issuer shall promptly, and in any event within 10 days after
the date on which the Net Income for any Period is finally determined in
accordance with the provisions of Clause 4.3 (Determination
of Net Income), (a) procure the Calculation Agent to calculate
(and notify the Administration Agent of) the adjustment to the Stated Per Cent
and the Entitlement of each Warrant Holder following the adjustment pursuant to
Clauses 4.2.1  and 4.2.2, and (b) procure the Administration
Agent to update the Register and send each Warrant Holder written notice
detailing the adjustment to the Stated Per Cent and the Entitlement of such
Warrant Holder following such adjustment together with (against delivery to the
Administration Agent of the existing Warrant Certificate(s) of such
Warrant Holder) replacement Warrant Certificate(s) in respect of such
adjusted Entitlement (or procure the Administration Agent to endorse such
adjustment on the First Schedule to the applicable Warrant Certificate in
respect of such Entitlement).  For the
avoidance of doubt, such adjustment shall be effective irrespective of whether
such replacement Warrant Certificate(s) are issued and/or delivered to the
Warrant Holders (or whether such endorsement on any applicable Warrant
Certificate is made).


 


4.2.4                            To the
extent that a Warrant Holder has exercised its Purchase Rights (in respect of
or after a Qualifying IPO or in respect of an Exit Event) before the final
determination of Net Income of a Period in accordance with the provisions of
Clause 4.3 (Determination of Net Income),
then without prejudice to the rights of such Warrant Holders in respect of any
adjustment to its unexercised Entitlement in accordance with Clauses 4.2.1 and
4.2.2:


 


(a)                     the Issuer
shall promptly, and in any event within 10 days after the date on which the Net
Income for such Period is finally determined in accordance with the provisions
of Clause 4.3 (Determination of Net Income)
(such date on which such Net Income is so finally determined being the “Event Determination Date”), procure the Calculation Agent to
recalculate (and notify the Administration Agent of such recalculation), and
the Administration Agent to send written notice (the “Event Adjustment Notice”) to each such
Warrant Holder and the Issuer, in each case detailing:


 


(i)                       the total
number of Warrant Shares for which such Warrant Holder would have been entitled
to purchase based on its Exercised Entitlement as adjusted pursuant to Clause
4.2.1 or 4.2.2, as applicable, as if (A) such Exercised Entitlement had
not been exercised (and as if any time limit by which such Exercised
Entitlement had to be exercised had not elapsed) and (B) Fully Diluted
Share Capital (to which such Exercised Entitlement, as so adjusted, relates)
shall be determined as at the time of (if such 


 


22

















 


Exercised Entitlement was exercised
at the time of or after a Qualifying IPO) such Qualifying IPO or (if such
Exercised Entitlement was exercised in respect of an Exit Event) such Exit
Event (the number of Warrant Shares which such Warrant Holder would have been
so entitled to purchase, to the extent that it exceeds the number of Warrant
Shares which such Warrant Holder has purchased pursuant to its exercise of such
Exercised Entitlement, being the “Top-up
Entitlement” of  such Warrant
Holder);


 


(ii)                    the Top-up Entitlement of such
Warrant Holder;


 


(iii)                 (in the case where such Exercised
Entitlement was exercised in connection with a Qualifying IPO) the number
Top-up Warrant Shares (as defined below) to be transferred by the Issuer to
such Warrant Holder (or such other Person(s) nominated by such Warrant
Holder in writing) in accordance with paragraph (b);


 


(iv)                (in the case where such Exercised
Entitlement was exercised in connection with a Qualifying IPO) whether the
transfer of Top-up Warrant Shares by the Issuer to such Warrant Holder in
accordance with paragraph (b) is restricted pursuant to any applicable
lock-up on such Top-up Warrant Shares imposed by the applicable Stock Exchange
and binding on the Issuer, and (A) (if such transfer is not restricted
pursuant to any such lock-up) the date on which the Issuer shall transfer the
applicable Top-up Warrant Shares to such Warrant Holder in accordance with
paragraph (b) (which must be no later than 10 Business Days after the
Event Determination Date and no less than 3 Business Days after the date of
such Event Adjustment Notice) or (B) (if such transfer is restricted
pursuant to any such lock-up) the date of expiry of such lock-up period; and


 


(v)                   (in the case where such Exercised
Entitlement was exercised in connection with an Exit Event) the date on which
the Issuer shall pay to such Warrant Holder the applicable Top-up Cash
Settlement Amount (as defined below) in accordance with paragraph (c) (which
must be no later than 5 Business Days after the Event Determination Date and no
less than 4 Business Days after the date of such Event Adjustment Notice);


 


(b)                    in the case
where such Warrant Holder has exercised such Exercised Entitlement in respect
of a Qualifying IPO or after a Qualifying IPO:


 


(i)                       the Issuer
shall transfer (as legal and beneficial owner and free from any Encumbrance) to
such Warrant Holder (or such other Person(s) nominated by such Warrant
Holder in writing to the Administration Agent), within 10 Business Days of such
Event 


 


23

















 


Determination Date (or, if such
transfer is restricted pursuant to any applicable lock-up on Shares imposed by
the applicable Stock Exchange and binding on the Issuer, within 10 Business
Days of the expiry of such lock-up or such lock-up ceasing to apply to such
transfer, provided that during the period of any such lock-up, the Issuer shall
hold any Distributions made in respect of such Top-up Warrant Shares (as
defined below) to the order of such Warrant Holder and shall transfer any such
Distributions to such Warrant Holder upon demand), such number of Shares (“Top-up Warrant Shares”) equal to its Top-up Entitlement:


 


(ii)                    for the avoidance of doubt, no
consideration is payable by such Warrant Holder in respect of such Top-up
Warrant Shares;


 


(iii)                 on the date on which such Top-up
Warrant Shares are to be transferred by the Issuer to such Warrant Holder, the
Issuer shall deliver to such Warrant Holder (or such other Person(s) nominated
by such Warrant Holder in writing to the Administration Agent), in respect of
such Top-up Warrant Shares to be so transferred, the following documents:


 


(1)                    share certificates (physical or
uncertificated versions thereof held in the relevant Stock Exchange’s clearing
system) representing such Top-up Warrant Shares which shall be in such
denominations of such Top-up Warrant Shares as may be reasonably requested by
such Warrant Holder and shall be in the names of such Warrant Holder or as it
directs; and


 


(2)                    a certified copy of the register of
members of the Company evidencing that such Warrant Holder, or such other
Person nominated by such Warrant Holder, has been registered as the holder of
such Top-up Warrant Shares;


 


(iv)                the Issuer shall, and shall procure
the Company to, take all necessary actions for the purposes of the transfer of
such Top-up Warrant Shares to such Warrant Holder and recording such Warrant
Holder (or such Person(s) nominated by such Warrant Holder) as the legal
title owner of such Top-up Warrant Shares; and


 


(v)                   if such transfer is restricted
pursuant to any applicable lock-up on Shares imposed by the applicable Stock
Exchange and binding on the Issuer, the Issuer shall promptly, upon the expiry
of such lock-up or such lock-up ceasing to apply to such transfer, notify such
Warrant Holder, including the date on which the Issuer shall transfer such
Top-up Warrant Shares to such Warrant Holder (which must not be later than the
date falling 10 Business Days after the date on which such lock-up expires or
ceases to apply to


 


24

















 


such transfer, and which must not be
earlier than the date falling 3 Business Days after the date of such
notification by the Issuer to such Warrant Holder); and


 


(c)                     in the case
where such Warrant Holder has exercised such Exercised Entitlement in respect
of any Exit Event, the Issuer shall pay to such Warrant Holder, within 5
Business Days of such Event Determination Date, an amount determined in
accordance with this paragraph (c) (“Top-up
Cash Settlement Amount”). 
Such Top-up Cash Settlement Amount shall be paid to such Warrant Holder
(by wire transfer of immediately available funds) into the Cash Settlement
Account of such Warrant Holder (or such other account specified by such Warrant
Holder by no less than 2 Business Days’ notice to the Administration
Agent).  Such Top-up Cash Settlement
Amount shall be equal to the amount of X x Z where:


 


X                                    =                               Exit Price relating to the Exit Event in respect of
which such Warrant Holder exercised its Exercised Entitlement


 


Z                                      =                               the Top-up Entitlement of such Warrant Holder.


 


4.2.5                            If at the
time of exercise of Purchase Rights by a Warrant Holder the Warrants are
constituted in global form, then the Beneficial Holder for the benefit of whom
such Purchase Rights were exercised shall have against each of the Issuer,
Company, Parentco, Holdco, the Founder and each Additional Warrant Guarantor
all entitlements to Top-up Warrant Shares, Top-up Cash Settlement Amounts and
other rights and remedies under Clause 4.2.4 which such Beneficial Holder would
have had in respect of the exercised Warrants if, immediately before the
relevant Exercise Date, it had been the Warrant Holder of Warrants in such
number (and with such Entitlements) equal to the aggregate number of Warrants
(and, as applicable the aggregate Entitlements) to which such Beneficial Holder’s
Entry relates and a duly completed, executed and authenticated Individual
Warrant Certificate had been issued to such Beneficial Holder in respect of
such Warrants (and as if such Individual Warrant Certificate had (where
required by this Instrument, the Warrant Agency Agreement or the terms of such
Individual Warrant Certificate) been duly presented and (where required by this
Instrument, the Warrant Agency Agreement or the terms of such Individual
Warrant Certificate) surrendered on the due date in accordance with this
Instrument, the Warrant Agency Agreement and the terms of such Individual
Warrant Certificate).


 


4.3                          Determination of Net Income


 


4.3.1                            Within 15
days of the end of each Period (or, if later, upon the management accounts of
the Borrower for such Period becoming available), the Issuer shall (for the
purpose of determinations under this Instrument including without limitation
the Adjustment Multiple I or (as applicable) Adjustment


 


25














 


Multiple II in connection with
Clauses 4.2.1 and 4.2.2 above) appoint, at the cost of the Issuer, an Approved
Audit Firm to determine the Net Income for such Period. The Approved Audit Firm
shall (and the Issuer shall ensure that the Approved Audit Firm shall) issue
and deliver to the Issuer, the Company, the Administration Agent, the
Calculation Agent and the Warrant Holders by no later than the end of the
second calendar month after the last day of each Period a review opinion
setting out the Net Income with respect to such Period as determined by
it.  In determining the Net Income for
any Period, the Approved Audit Firm shall act as an expert and not an
arbitrator.


 


4.3.2                            The Net Income for a Period shall be equal to the
consolidated after-Tax net income of the Borrower for such Period excluding the
following expenses (if otherwise taken into account in the determination of
such consolidated after-Tax net income): (i) share-based
compensation expenses, (ii) expenses directly related to the put option
(in respect of the Loans) given to the Lenders pursuant to the terms of the
Finance Documents (excluding interest and transaction expenses), (iii) expenses
directly related to the fair market value accounting treatment of the
Transaction Warrants other than transaction expenses and (iv) expenses
directly related to the Qualifying IPO, provided that such expenses directly
related to the Qualifying IPO shall only be excluded in respect of the relevant
Period in which the Qualifying IPO occurred, and further provided that if the
Qualifying IPO occurs during the First Period, such expenses directly related
to the Qualifying IPO shall only be excluded in respect of the First Period
(and shall not be excluded when determining the Net Income for the Second
Period), in each case determined in accordance with the Accounting Principles
and determined by an Approved Audit Firm.


 


4.3.3                            The Net Income for the relevant Period as so determined by
the Approved Audit Firm shall (in the absence of manifest error) be final and
binding on the Issuer, the Company and the Warrant Holders.


 


4.3.4                            Net Income for any Period shall be determined by reference
to the management accounts of the Borrower for such Period.  The Issuer shall ensure that such management
accounts (in each case prepared in accordance with the Accounting Principles)
are prepared and delivered to the Approved Audit Firm promptly and in any case
by no later than 15 days after the expiry of such Period.


 


4.4                          Procedure for exercise


 


4.4.1                            As a
condition precedent to each exercise of its Purchase Rights, an Exercising
Warrant Holder shall submit to the Administration Agent a completed and signed
Exercise Notice at least seven Business Days prior to the QIPO Date or Exit
Date or (if after a Qualifying IPO) the intended date of exercise (such QIPO
Date, Exit Date or the intended date of exercise, as the case may be, being an “Exercise Date”) which notice shall also set
out the 


 


26

















 


Exercised Entitlement of such
Exercising Warrant Holder in respect of which it wishes to exercise such
Purchase Rights (which may be the whole or part only of its Entitlement,
provided that the Purchase Rights in respect of any one Warrant may only be
exercised in full but not in part).  Such
Exercise Notice addressed to the Administration Agent shall constitute
constructive notice to the Issuer regarding the same matter.  Unless otherwise provided in this Instrument,
once given an Exercise Notice is irrevocable. 
A Warrant Holder may nominate (in writing to the Administration Agent)
such other Person as it may direct to take up its Warrant Shares.


 


4.4.2                            On such
Exercise Date and subject to the Issuer’s performance of its obligations under
this Clause 4.4 (Procedure for exercise),
such Exercising Warrant Holder shall (except if such Exercise Date is an Exit
Date in which case Clauses 4.5.4 and 4.5.5  shall apply)
lodge its Warrant Certificates in respect of its Warrants to be exercised with
the Administration Agent (who shall, subject to receipt from the Issuer of
confirmation of a successful transfer to the Exercising Warrant Holder of the
Warrant Shares in accordance with the Applicable Laws, on the Exercise Date
lodge those Warrant Certificate(s) with the Issuer).


 


4.4.3                            (In the
event of an exercise of Purchase Rights by such Exercising Warrant Holder in
respect of a Qualifying IPO or after a Qualifying IPO) the Issuer shall, on
such Exercise Date and subject to such Exercising Warrant Holder’s performance
of its obligations under this Clause 4.4 (Procedure
for exercise), transfer (as legal and beneficial owner and free from
any Encumbrance) to such Warrant Holder (or such other Person(s) nominated
by such Exercising Warrant Holder) the number of Warrant Shares attributable to
the Exercised Entitlement of such Exercising Warrant Holder and deliver to such
Exercising Warrant Holder (or such other Person(s) nominated by such
Exercising Warrant Holder), in respect of the Warrant Shares to be so
purchased, the following documents:


 


(a)                     share
certificates (physical or uncertificated versions thereof held in the relevant
Stock Exchange’s clearing system) representing such Warrant Shares which shall
be in such denominations of such Warrant Shares as may be reasonably requested
by such Exercising Warrant Holder and shall be in the names of such Exercising
Warrant Holder or as it directs; and


 


(b)                    a certified
copy of the register of members of the Company evidencing that such Exercising
Warrant Holder, or such other Person nominated by such Exercising Warrant Holder,
has been registered as the holder of the relevant Warrant Shares.


 


4.4.4                            The Issuer
shall, and shall procure the Company to, take all necessary actions for the
purposes of the transfer of the relevant Warrant Shares to such Exercising
Warrant Holder and recording such Exercising Warrant Holder (or 


 


27

















 


such Person(s) nominated by
such Exercising Warrant Holder) as the legal title owner of such Warrant
Shares.  The Issuer shall ensure that the
transfer of such Warrant Shares purchased shall be effected as of the Exercise
Date. For the avoidance of doubt, in the event of an exercise of Purchase
Rights in connection with a Qualifying IPO, the Shares shall be transferred in
time to participate in the Qualifying IPO.


 


4.4.5                            Notwithstanding
any other provision of this Instrument, no purchase price is payable by any
Warrant Holder in connection with the exercise of any Purchase Right under this
Instrument.


 


4.5                          Cash Settlement


 


4.5.1                            (In the
event of an exercise of Purchase Rights by an Exercising Warrant Holder in
respect of an Exit Event) upon the exercise of Purchase Rights with respect to
the Exercised Entitlement of that Exercising Warrant Holder, the Issuer shall
pay cash to that Exercising Warrant Holder in respect of such Exercised
Entitlement in lieu of transferring Warrant Shares (“Cash Settlement”) in accordance with this Clause 4.5 (Cash Settlement).


 


4.5.2                            In
connection with an Exit Event, each Exercising Warrant Holder shall specify in
its Exercise Notice information of its bank account (“Cash Settlement Account”) to which the Cash
Settlement Amount is to be paid.


 


4.5.3                            The
aggregate amount of cash payable to such Exercising Warrant Holder by the
Issuer pursuant to Clause 4.5.1 (“Cash Settlement Amount”)
in respect of any exercise of any of the Purchase Rights relating to the
Exercised Entitlement (or any part thereof) of such Exercising Warrant Holder
shall be determined in accordance with the following formula:


 


Cash
Settlement Amount =  A  ́ C


 


Where:


 


A            =                    the Exit Price (in respect of such exercise); and


 


C            =                    the total number of Warrant Shares subject to Cash Settlement (for the
avoidance of doubt, as such number of Warrant Shares has been adjusted in
accordance with Clause 4.2 (Adjustment to
Entitlements), Clause 4.8 (Distributions)
and Clause 7 (Adjustments)).


 


4.5.4                            If Cash
Settlement applies in respect of any exercise by such Exercising Warrant Holder
of any of its Purchase Rights in accordance with Clause 4.5.1, the Issuer shall
pay the Cash Settlement Amount (in respect of such Cash Settlement to which
such exercise of Purchase Rights relates) to the Cash Settlement Account of
such Exercising Warrant Holder by wire transfer of immediately available funds,
(i) on the Exit Date or (ii) within three Business Days from the date
on which the Exit Price (relating to such 


 


28

















 


exercise) is finally determined in
accordance with the provisions of Clause 4.6 (Exit
Price) or (iii) if such Exercising Warrant Holder has not
provided the details of its Cash Settlement Account to the Issuer, within three
Business Days from the date on which such Exercising Warrant Holder gives
notice of the details of its Cash Settlement Account to the Issuer, whichever
is later.


 


For the avoidance of doubt, a Warrant Holder
shall not be obligated to make any payment to the Issuer in the event of a Cash
Settlement.


 


4.5.5                            Within three
Business Days after such scheduled Cash Settlement Amount payment date referred
to in Clause 4.5.4 in respect of any Cash Settlement, such Exercising Warrant
Holder shall lodge with the Administration Agent its Warrant Certificates,
provided that such requirement shall not apply if such Warrant Certificates
have already been lodged with the Administration Agent pursuant to Clause 4.4.2
by such Exercising Warrant Holder.    For
the avoidance of doubt, if Cash Settlement applies in respect of any exercise
of any Warrants, the Purchase Rights attaching to such Warrants shall be deemed
to have been exercised upon receipt of the Cash Settlement Amount (relating to
such Cash Settlement) from the Issuer in the applicable Cash Settlement
Account.


 


4.6                          Exit Price


 


4.6.1                            In the event
that the Cash Settlement Amount is required to be determined by reference to
the Exit Price, the Exit Price (on a per Share basis) relating to such exercise
shall be determined as follows:


 


(a)                     in the event
that Shares in the Company are purchased in connection with the applicable Exit
Event, in accordance with the following formula:


 


	
  Exit Price =

  	
  

  



 


Where:


 


P=                                                                                   total purchase price paid for the Shares purchased in
connection with the applicable Exit Event


 


Q =                                                                              number of Shares purchased in connection with
applicable the Exit Event;


 


(b)                    in the event
that Shares in the Company are not purchased in connection with the Exit Event
and accordingly Clause 4.6.1(a) above does not apply, the Issuer shall,
within 10 days from the Exit Date, appoint at the cost of the Issuer an
Approved Audit Firm to determine the Exit Price which shall (if possible) be
derived from the price transacted in the Exit Event and shall be equal to the
then fair market value of each Share. The Approved Audit Firm shall issue and
deliver to the Issuer, the 


 


29

















 


Administration Agent and the Warrant
Holders, within thirty (30) days from its appointment, a certificate setting
out the Exit Price in respect of such exercise as determined by it. In
determining the Exit Price, the Approved Audit Firm shall act as an expert and
not an arbitrator.


 


4.7                                 Replacement Options
upon Exit Event


 


If there is an Exit Event, and in the event
that any Warrant Holder does not exercise all or any part of its Purchase
Rights in accordance with Clause 4.5  (Cash Settlement),
such Warrant Holder shall have the right, but not the obligation, to receive,
in respect of any unexercised Purchase Rights, replacement warrants or options
or other rights (whether issued by the Company, the Issuer or any other person)
acceptable to the Warrant Holders represented by a Written Consent which in any
event shall be on terms no less favourable to the Warrant Holders than those
under this Instrument (and the Warrant Holders shall be entitled, upon request,
to obtain an opinion at the Issuer’s expense from the Approved Audit Firm
confirming the terms of such replacement options or other rights), and the
other rights of such Warrant Holder under this Instrument shall be adjusted and
construed accordingly (and, if applicable, in accordance with the terms of such
Written Consent).


 


4.8                          Distributions


 


If
the Company makes a Distribution to (or to the order of) any shareholder of or
holder of an Equity Interest in the Company (in its capacity as a shareholder
or holder of Equity Interest in the Company), then (i) the Stated Per Cent
and (ii) the outstanding Entitlement of each Warrant Holder shall each be
increased by multiplying the same by the Distribution Adjustment Multiple,
where the “Distribution Adjustment Multiple”
shall be the amount (expressed as a decimal) calculated in accordance with the
following formula:


 


	
  Distribution
  Adjustment Multiple =

  	
  

  



 


Where:


 


X =                                                                              (i) if such Distribution is made prior to a
Qualifying IPO, the fair market value of a Share immediately prior to the
Distribution as determined in good faith by an Approved Audit Firm or  (ii) if such Distribution is made upon
or following a Qualifying IPO, the closing price per Share on the Stock
Exchange on the Trading Day immediately preceding the date on which the
Distribution is announced or (if there is no such announcement) immediately
preceding the date on which the Shares are traded on the Stock Exchange after
such Distribution (or, where there is no closing price per Share on such
Trading Day, the closing price per Share on the Trading Day on which there was
a closing price for Shares immediately preceding the relevant date);


 


30

















 


Y =                                                                              (i) if such Distribution is made prior to a
Qualifying IPO, the amount of such Distribution on a per Share basis (if in
cash) (or (if otherwise than in cash) the fair market value of such
Distribution on a per Share basis as determined in good faith by an Approved
Audit Firm) or (ii) if such Distribution is made upon or following a
Qualifying IPO, “X” (as determined above) minus the closing price per Share on
the Stock Exchange on the day on which the Distribution is announced or (as the
case may require) the Trading Day immediately preceding the date on which
Shares are traded ex such Distribution,


 


Provided that the outstanding Entitlement of
each Warrant Holder shall in no event be subject to any downwards adjustment
under this Clause 4.8.


 


Each such adjustment shall be effective (if
appropriate retroactively) from the commencement of the day next following the
record date (and “record date”
means the date fixed by the articles of association or other equivalent
constitutional documents of the Company or otherwise specified by the Company
or otherwise for the purpose of determining entitlement to dividends or other
distributions to, or rights of, holders of Shares) for the relevant
Distribution.


 


Where the above formula requires the
appointment of an Approved Audit Firm to determine the Distribution Adjustment
Multiple (or any amount referred to in the above formula), within 10 days after
such Distribution, the Issuer shall appoint, at its own cost, an Approved Audit
Firm to determine the Distribution Adjustment Multiple in respect of the
relevant Distribution. The Approved Audit Firm shall issue and deliver to the
Issuer, the Company, the Administration Agent, the Calculation Agent and the
Warrant Holders within thirty (30) days from its appointment a certificate
setting out the Distribution Adjustment Multiple with respect to the relevant
Distribution as determined by it. In determining the Distribution Adjustment
Multiple for the relevant Distribution, the Approved Audit Firm shall act as an
expert and not an arbitrator. The Issuer shall promptly, and in any event
within 10 days after the date of such Distribution (and, where the above
formula for the Distribution Adjustment Multiple requires the determination by
an Approved Audit Firm, after the date of issuance of such determination by
such Approved Audit Firm), (a) procure that the Calculation Agent shall
calculate the adjustment to the Stated Per Cent and the outstanding Entitlement
of each Warrant Holder in accordance with the foregoing and (b) procure
the Administration Agent to update the Register and send each Warrant Holder
written notice detailing the adjustment of its Entitlement together with
(against delivery to the Administration Agent of the existing Warrant
Certificate(s) of such Warrant Holder) replacement Warrant Certificate(s) in
respect of such adjusted Entitlement (or procure the Administration Agent to
endorse such adjustment on the First Schedule to the applicable Warrant
Certificate in respect of such Entitlement). 
For the avoidance of doubt, such adjustment shall be effective
irrespective of whether such replacement Warrant Certificate(s) are issued
and/or delivered to the Warrant Holders (or whether such endorsement on any
applicable Warrant Certificate is made).


 


31

















 


4.9                          Term


 


Subject
to Clause 4.11 (No lapse) and
Clause 4.2.4, if a Warrant Holder has not exercised its Purchase Rights in full
upon the Cut-off Date in accordance with Clause 4.4 (Procedure for exercise), that Warrant Holder’s outstanding
Warrants which have not been so exercised shall lapse and shall not be capable
of being exercised after the Cut-off Date.


 


4.10                    Payment of Taxes


 


The
Issuer shall pay all stamp, issue, registration or other similar taxes and
duties (if any) arising on the transfer of the Warrants or the Warrant Shares
and all bank fees, charges or other expenses that may be due in connection with
the payment of the Cash Settlement.


 


4.11                    No lapse


 


If
the Issuer, the Company, any other Warrant Guarantor or the Founder fails to
comply in full with its obligations pursuant to this Instrument, any rights
attaching to the Warrants which are not exercised prior to the Cut-off Date
shall not lapse upon the Cut-off Date and shall remain capable of being
exercised in accordance with the terms of this Instrument until the Issuer has
complied in full with its obligations under this Instrument.


 


4.12                    Supplemental exercise mechanics for Qualifying IPO in the USA


 


4.12.1                      If a
Qualifying IPO is proposed by the Company in respect of any Stock Exchange in
the United States, the Issuer shall:


 


(a)                     promptly
notify each Warrant Holder (with a copy to the Administration Agent) of the
minimum price at which shares will be offered for sale pursuant to the
Qualifying IPO (as indicated in the price range to be set out in the final
draft offering document to be issued by the Company (the “Price Range”)) no later than the date on
which the Price Range is finally determined;


 


(b)                    at the
request of any Warrant Holder, complete the transfer of Warrant Shares pursuant
to an exercise of the Warrant Holder’s Purchase Rights on a date between the
date on which the Qualified IPO pricing is finally agreed and the QIPO Date as
specified by the Warrant Holder in the Exercise Notice (instead of completion
occurring on the QIPO Date under Clause 4.4);


 


(c)                     comply with
any exercise of the piggy-back registration rights under Schedule 6 (Registration Rights) of such Warrant
Holder as the holder of Transaction Registrable Securities (namely, the Warrant
Shares acquired pursuant to such exercise of the Purchase Rights); and


 


32

















 


(d)                    keep each
such Exercising Warrant Holder informed of all developments relating to the
Qualifying IPO that are material to such Persons and the exercise, maintenance
and protection of their rights and interests hereunder until consummation of
the Qualifying IPO.


 


4.12.2                      If a Warrant
Holder exercises any Purchase Rights, or acquires any Top-up Warrant Shares,
after a Qualifying IPO on a Stock Exchange in the United States, the Issuer
shall comply with the demand registration rights under Schedule 6 (Registration Rights) of such Warrant
Holder as the holder of Transaction Registrable Securities (namely, the Warrant
Shares acquired pursuant to such exercise or acquired as Top-up Warrant
Shares).


 


5.                                QUALIFYING
IPO AND EXIT EVENT


 


5.1                          Notices of Qualifying IPO and Exit Event


 


5.1.1                            The Issuer
shall promptly notify (with a copy to the Administration Agent) each Warrant
Holder in writing (such notification being a “QIPO
Notice”) upon the submission of a listing application to any Stock
Exchange for a Qualifying IPO and thereafter keep the Warrant Holders informed
of any acceleration, delay and withdrawal related to the proposed Qualifying
IPO.  The QIPO Notice shall state the
terms of such listing.


 


5.1.2                            The Issuer
shall promptly notify (with a copy to the Administration Agent) each Warrant
Holder in writing (such notification being an “Exit Notice”) at least 21 days prior to the entering of the
Issuer, the Company or any Covered Entity into definitive transaction documents
for any Exit Event or (if earlier) the occurrence of any Exit Event.


 


5.2                          Revocation


 


5.2.1                            If, after
service of any QIPO Notice or Exit Notice, it becomes reasonably apparent that
the proposed Qualifying IPO or Exit Event will not or is unlikely to occur
(which circumstances may include, without limitation, the underwriting or
pricing agreement for the Qualifying IPO not having been signed by the time
indicated in the offering circular for the Qualifying IPO), the Issuer shall
promptly thereafter give written notice (with a copy to the Administration
Agent) to each Warrant Holder stating that this is the case and setting out the
reasons therefor (the “Revocation Notice”).


 


5.2.2                            If in the
case of any proposed Qualifying IPO or Exit Event, the proposed Qualifying IPO
or Exit Event does not occur for any reason, then irrespective of whether any
Revocation Notice has been given:


 


(a)                     any Exercise
Notice given in connection with such proposed Qualifying IPO or Exit Event
shall be automatically revoked and any exercise of any Purchase Rights in
connection with such proposed Qualifying IPO or Exit Event shall be deemed not
to have been made;


 


33

















 


(b)                    all Purchase
Rights in respect of any Warrants (construed as if no Exercise Notice or
exercise of any Purchase Rights had been given or made in respect of such
proposed Qualifying IPO or Exit Event) shall remain exercisable in full in
accordance with the provisions of this Instrument; and


 


(c)                     the Issuer
shall return (or procure the Administration Agent to return) to each Warrant
Holder any Warrant Certificate lodged pursuant to Clause 4.4 (Procedure for exercise), and any transfer
of Warrant Shares completed pursuant to such Exercise Notice shall be reversed
such that such Warrant Shares shall be transferred back to the Issuer (at the
Issuer’s cost), at the same time as the Issuer gives such Revocation Notice
(or, if earlier, three Business Days after it becomes apparent that such
Qualifying IPO or Exit Event is not occurring within the timing set forth in
any QIPO Notice or Exit Notice relating thereto),


 


provided that nothing in this Clause 5.2 (Revocation) shall prejudice any further
exercise of any Purchase Rights.


 


5.3                          Stock Exchanges


 


The
provisions of this Instrument relating to the procedures of a Qualifying IPO
shall be adjusted to the extent necessary to reflect the administrative
procedures of the Stock Exchange where the Qualifying IPO takes place, provided
that such adjustments shall not in any way adversely affect the rights of the
Warrant Holders and further provided that the Issuer and the Company shall give
(or procure the Administration Agent to give) prior notice to each Warrant
Holder of any such adjustment to this Instrument.


 


5.4                          Stock Exchange’s objections


 


In the event that the Stock Exchange raises objections to the Company’s
application for a Qualifying IPO on the basis that the Warrants are outstanding
and/or that they can be exercised in accordance with the terms of this
Instrument, the Issuer, the Company and the Warrant Holders shall enter into
discussions in good faith with a view to finding a solution which will result
in the Stock Exchange removing its objections and execute such documentation
and take such steps as may be reasonably necessary for the implementation of
any such solution, provided that the rights of the Warrant Holders shall not thereby in
any way be adversely affected.


 


5.5                          Registration rights


 


The Company hereby grants to each Warrant Holder registration rights in
respect of the Warrant Shares on the terms set out in Schedule 6 (Registration Rights).


 


5.6                          Qualifying IPO undertaking


 


Each of the Issuer, the Company and the Founder shall use their
reasonable endeavours to consummate a Qualifying IPO of the Company before 31 December 2010.


 


34














 


6.                                 RIGHTS OF
FIRST OFFER AND CO-SALE RIGHTS


 


6.1                           Right of first offer on new issue


 


6.1.1                            Subject to
Clause 8.3.1, the Issuer will not, and the Issuer shall procure that none of
the Company Entities will, allot, issue or grant any right to subscribe for share
capital, or to convert securities into new share capital, of any Company Entity
(except for any issuance of shares by a Company Entity (other than the Company)
solely in favour of another Company Entity) unless each Warrant Holder is
offered, on the same terms (as nearly as practicable and except that where such
terms require shares or securities to be allotted as fully paid up otherwise
than in cash, (other than, for the avoidance of doubt, any allotment of shares
by way of bonus issue) each Warrant Holder shall be entitled to subscribe in
cash for the equivalent value (being the value certified by the Approved Audit
Firm for each share or security to which it is so entitled)), a pro-rata
participation in such allotment, issue or grant (calculated on the assumption
that each of the Transaction Warrant Holders had exercised its respective
outstanding Transaction Entitlements in full on the day immediately preceding
the date of such allotment, issue or grant) in the same proportion of the total
allotment, issue or grant as such Warrant Holder’s shareholding in the Company
(calculated on the assumption that each Transaction Warrant Holder had
exercised its outstanding Transaction Entitlements in full on the day
immediately preceding the date of such allotment, issue or grant) bears to the
entire issued share capital of the Company (calculated as if all Transaction
Warrants had been exercised in full) immediately prior to such allotment, issue
or grant;


 


6.1.2                            if requested
by the Warrant Holders (acting by Written Consent), the Issuer shall ensure
that an opinion be provided to the Warrant Holders (the “Opinion”) by an Approved Audit Firm,
stating that the proposed issue or grant is being made at or above Market
Value. In the event that the Approved Audit Firm is unable to provide such an
opinion, and if requested by the Warrant Holders, an appropriate adjustment
shall be made to the Warrant Holders’ rights in accordance with Clause 7 (Adjustments) so that, after such
adjustment, the total number of Warrant Shares in respect of which the Purchase
Rights will then be, or be capable of being, exercised will carry:


 


(a)                     as nearly as
possible (and in any event not less than) the same proportion (expressed as a
percentage of the total number of votes exercisable on a poll in respect of all
the Equity Shares) of the votes; and


 


(b)                    the same
entitlement to participate (expressed as a percentage of the total entitled
conferred by all the Equity Shares) in the profits and assets of the Company;
and


 


35

















 


(c)                     the same
entitlement to receive value (expressed as a percentage of the total
entitlement conferred by all the Equity Shares) on the occurrence of a
Qualifying IPO or an Exit Event or other Exercise Date,


 


as the total number of Warrant Shares which
could have been purchased pursuant to the Purchase Rights conferred by the
Warrants then outstanding would have had, had the proposed allotment, issue or
grant occurred at Market Value; and


 


6.1.3                            if the
Company or another Company Entity proposes to make an allotment, issue or grant
of the type referred to in this Clause 6.1, the Issuer shall, or it shall
procure that the relevant other Company Entity shall, provide such information
as the Warrant Holders may reasonably require in connection with such proposal
at least twenty (20) Business Days before the date of the proposed allotment,
issue or grant,


 


provided that, nothing in this Clause 6.1  shall oblige a Warrant
Holder to participate in any offer or invitation of the type referred to in it.


 


6.2                           Right of first offer on transfer


 


6.2.1                            Prior to a
Qualifying IPO, in the event that Issuer proposes to transfer (which includes
any sale, assignment, disposition, or entering into of any voting trust or
other contract, option or other arrangement or understanding with respect
thereto, whether direct or indirect, and whether voluntary or involuntary) (“Transfer” (and expressions such as “Transferee” and “Transferred” shall be construed accordingly)) any Shares to
any Person (excluding (a) any Transfer of Shares to Warrant Holders in
accordance with Clause 4 (Purchase Rights
and Mechanics of Exercise) or to Transaction Warrant Holders
pursuant to and in accordance with the terms of the Transaction Warrant
Instruments or to Other Warrant Holders pursuant to and in accordance with the
terms of the Other Warrant Instruments and (b) the issuance of any
Transaction Warrants pursuant to any other Transaction Warrant Instruments
and/or the issuance of any Other Warrants pursuant to any Other Warrant
Instruments), the Issuer shall (without prejudice to its obligations under
Clauses 8.1.2 and 8.3.2) first offer such Shares to each Warrant Holder (the “ROFO Holders”) in the amounts specified in Clause
6.2.2.  The Issuer shall send (with a
copy to the Administration Agent) a written notice (“Transfer Notice”) to the Company and each ROFO Holder stating
(i) the number of Shares proposed to be so Transferred (“Offered Shares”); (ii) the proposed
purchase price per Share (“Offered Price”)
in US$ in respect of such Transfer; (iii) the terms and conditions of such
Transfer, which must not include any material conditions to completion other
than requisite regulatory approvals and filings; (iv) the expected date of
consummation of the proposed Transfer; (v) the total number of Ordinary
Shares that the Issuer owns, (vi) the maximum ROFO Shares that such ROFO
Holder is entitled to purchase or otherwise acquire, including particulars of
such calculation; (vii) an


 


36

















 


undertaking that the proposed
Transferee will be informed of the co-sale rights provided for in Clause 6.3 (Co-sale right); and (viii) a
representation that no consideration, tangible or intangible, is being provided
to the Issuer that is not reflected in the price to be paid to the ROFO Holders
exercising their co-sale rights provided in Clause 6.3 (Co-sale right).


 


6.2.2                            Such
Transfer Notice shall constitute a first offer (“ROFO Offer”) by the Issuer to each ROFO Holder for such ROFO
Holder to acquire from the Issuer a proportion of the Offered Shares.  Each ROFO Holder may elect to purchase or
otherwise acquire, in accordance with Clause 6.2.3, up to such number of
Offered Shares equal to the total number of Offered Shares multiplied by a
fraction, the numerator of which is such ROFO Holder’s then outstanding
Entitlement and the denominator of which is the aggregate of the then
outstanding Transaction Entitlements of all Transaction Warrant Holders (the
number of Offered Shares that is the product of such equation, the “ROFO Shares” in respect of such ROFO
Holder) at a purchase price equal to the Offered Price and upon the terms and
conditions specified in the Transfer Notice. 
A ROFO Holder may nominate such other person as it may direct to take up
its ROFO Shares.


 


6.2.3                            Each ROFO
Holder may accept the ROFO Offer (in whole or in part) in respect of any
Transfer by giving a written notice (“ROFO
Response”) to the Issuer (with a copy to the Administration Agent)
within 30 days from the date of the Transfer Notice (“ROFO Period”).  The Issuer shall be obliged to sell such ROFO
Shares to such ROFO Holder (or its nominee) to the extent that such ROFO Holder
has so accepted such ROFO Offer.


 


6.2.4                            The failure
of a ROFO Holder to deliver a ROFO Response within the ROFO Period in respect
of a Transfer is deemed to be a waiver of such ROFO Holder’s rights to purchase
the ROFO Shares under this Clause 6.2 (Right
of first offer on transfer) in respect of such Transfer.  For the avoidance of doubt, each ROFO Holder
shall have an independent right to accept the ROFO Offer in respect of any
Transfer in accordance with this Clause 6.2 (Right
of first offer on transfer). The acceptance or non-acceptance of any
ROFO Offer by any ROFO Holder in respect of any Transfer shall not affect (i) the
right of any other ROFO Holder to accept or refuse to accept such ROFO Offer
and/or (ii) the right of any ROFO Holder (including without limitation
such first-mentioned ROFO Holder) to accept or refuse to accept any ROFO Offer
in respect of any other Transfer.


 


6.2.5                            Subject to
Clause 6.3 (Co-Sale right), if
not all Offered Shares referred to in the Transfer Notice are elected to be purchased or acquired pursuant
to Clause 6.2.3 or Clause 6.2.4, the Issuer may, during the 90 days following
the expiration of the ROFO Period, enter into an agreement with a third party
(the “Offeree”) to sell such
Offered Shares not elected to be purchased or acquired by the ROFO Holders
pursuant to Clause 6.2.3 or Clause 6.2.4 to such Offeree at a price not less
than, and upon the terms no more favourable to


 


37

















 


such Offeree than, that specified in
the Transfer Notice (in each case without
prejudice to its obligations under Clauses 8.1.2 and 8.3.2). 
If the Issuer does not enter into an agreement for the sale of the
Offered Shares within such period, or if such sale is not consummated within
three months from the date of that agreement, the right provided under Clause
6.2 (Right of first offer on transfer)
shall be deemed to be revived and such Offered Shares shall not be offered or
otherwise made subject to any Transfer until and unless first reoffered to the
ROFO Holders in accordance with this Clause 6.2 (Right of first offer on transfer).


 


6.3                           Co-sale right


 


6.3.1                            If a ROFO
Holder fails to or elects not to accept the ROFO Offer pursuant to Clause 6.2 (Right of first offer on transfer) in
respect of any Transfer, such ROFO Holder shall be entitled to participate in
such Transfer by the Issuer and Transfer all or a part of its Warrants (such
Warrants to be so Transferred being “Co-Sale
Securities”), simultaneously with the Issuer to the Offeree on
equivalent terms and conditions as the Issuer is Transferring its Shares under
the Transfer to which such ROFO Offer relates, provided that the aggregate
Entitlements of such Co-Sale Securities of such ROFO Holder to be so
Transferred shall be an amount equal to the total number of Offered Shares that
the Issuer wishes to so Transfer in accordance with Clause 6.2.1 (expressed as
a percentage of the Fully Diluted Share Capital), multiplied by the amount
(expressed as a decimal) equal to the total Entitlement that such ROFO Holder
wishes to so Transfer in accordance with this Clause 6.3 divided by the
aggregate of (x) the aggregate Transaction Entitlements that any and all
Transaction Warrant Holders wish to so Transfer in accordance with this Clause
6.3 (and/or equivalent provisions in other Transaction Warrant Instruments)
plus (y) such Offered Shares that the Issuer wishes to so Transfer in
accordance with Clause 6.2.1 (expressed as a percentage of the Fully Diluted
Share Capital) by providing a written notice (“Co-Sale Notice”) to the Issuer (with a copy to the
Administration Agent) no later than 30 days from the date of receipt of the
relevant Transfer Notice (such notice specifying that the total Entitlement
that such ROFO Holder wishes to so Transfer in accordance with Clause
6.3).  The Issuer shall, or shall procure
that the Calculation Agent shall, promptly (and in any event within 5 Business
Days) after the expiry of 30 days from the date of such Transfer Notice, notify
each Warrant Holder of the number of Co-Sale Securities of such Warrant Holder
(including particulars of the calculation thereof).


 


6.3.2                            Where any
one or more ROFO Holder(s) exercises its right under this Clause 6.3 (Co-Sale right), the Issuer shall procure
that Offeree purchases all the Co-Sale Securities specified in each such
Co-Sale Notice from each such ROFO Holder in accordance with Clause 6.3.1.  If the Offeree declines to purchase all of
the Offered Shares and such Co-Sale Securities (in respect of any and all of
the ROFO Holders that exercise their rights under this Clause 6.3 (Co-Sale right)), the number of Offered
Shares to be Transferred by the Issuer


 


38

















 


shall be reduced accordingly by up
to the aggregate number of Warrant Shares represented by the Entitlement
relating to such Co-Sale Securities to be Transferred by any and all ROFO Holders,
and in any case so that the Offeree shall purchase all of the Co-Sale
Securities of any and all ROFO Holders that exercise their rights under this
Clause 6.3 (Co-Sale right).


 


6.3.3                            The failure
of a ROFO Holder to deliver a Co-Sale Notice within the period referred to in
Clause 6.3.2 is deemed to be a waiver of the ROFO Holder’s rights to co-sell
its Co-Sale Securities under this Clause 6.3 (Co-Sale
right) in respect of such Transfer. 
For the avoidance of doubt, each ROFO Holder shall have an independent
right to exercise its rights (in whole or in part) under this Clause 6.3 (Co-Sale right) in respect of any
Transfer.  The exercise or non-exercise
of any such rights by any ROFO Holder in respect of any Transfer shall not
affect (i) the right of any other ROFO Holder to exercise or refrain from
exercising its rights under this Clause 6.3 (Co-Sale
right) in respect of such Transfer and/or (ii) the right of any
ROFO Holder (including without limitation such first-mentioned ROFO Holder) to
exercise or refrain from exercising its rights under this Clause 6.3 (Co-Sale right) in respect of any other
Transfer.


 


6.3.4                            If the
Offeree fails to purchase all Co-Sale Securities from all the ROFO Holders that
elect to exercise their rights under this Clause 6.3 (Co-Sale right) in respect of any Transfer
(as specified in the respective Co-Sale Notices of such ROFO Holders), then the
Issuer must not complete such Transfer, and the Company shall not register such
Transfer.


 


6.3.5                            The Issuer
shall not be liable to any Warrant Holder who has exercised its co-sale rights
under this Clause 6.3 (Co-Sale right)
in the event that the proposed Transfer by the Issuer does not consummate for
any reason, unless the non-consummation of the Transfer is due to the default
of the Issuer, and provided that the Issuer complies with its obligations under
Clause 6.3.4 and other provisions of this Instrument.


 


7.                                 ADJUSTMENTS


 


7.1                           Adjustment for reclassification, exchange and substitution


 


If at
any time or from time to time after the date of this Instrument, the Shares
issuable upon exercise of the Purchase Rights are changed into the same or a
different number of shares of any class or classes of shares of the Company,
whether by recapitalisation, reclassification or otherwise, in any such event,
a Warrant Holder shall have the right thereafter to exercise its Warrants to
purchase the kind and amount of Shares and other securities and property
receivable upon such recapitalisation, reclassification or other change by
holders of the maximum number of Shares which that Warrant Holder could have
received had it exercised such Warrants immediately prior to such
recapitalisation, reclassification or change, and its other rights under this
Instrument shall be adjusted and construed accordingly.


 


39

















 


7.2                           Adjustment for Exit Event


 


In the case of an Exit Event, if a Warrant Holder does
not exercise its rights under Clause 4.5 (Cash
Settlement) or Clause 4.7 (Replacement
options upon Exit Event), appropriate adjustment acceptable to the
Warrant Holders represented by a Written Consent shall be made with respect to
any unexercised Purchase Rights so that, after such adjustment, the total
number of Warrant Shares in respect of which the Purchase Rights will then be,
or be capable of being, exercised will carry:


 


7.2.1                            as nearly as
possible (and in any event not less than) the same proportion (expressed as a
percentage of the total number of votes exercisable on a poll in respect of all
the Equity Shares) of the votes; and


 


7.2.2                            the same
entitlement to participate (expressed as a percentage of the total entitled
conferred by all the Equity Shares) in the profits and assets of the Company;
and


 


7.2.3                            the same
entitlement to receive value (expressed as a percentage of the total
entitlement conferred by all the Equity Shares) on the occurrence of a
Qualifying IPO or an Exit Event or other Exercise Date,


 


as the total number of Warrant Shares which could have
been purchased pursuant to the Purchase Rights conferred by the Warrants then
outstanding would have had, had the Exit Event not occurred (and the Warrant
Holders shall be entitled, upon request, to obtain an opinion at the Issuer’s
expense from the Approved Audit Firm confirming the terms of such adjustment),
and the other rights of such Warrant Holders under this Instrument shall be
adjusted and construed accordingly (in accordance with the terms of such
Written Consent).


 


7.3                           Notification of adjustments


 


The
Issuer shall: (i) notify (with a copy to the Administration Agent) the
Warrant Holders in writing 10 days prior to any event as described in
Clause 7 (Adjustments),
describing in detail the proposed adjustment and provide any clarification as
may be reasonably requested by any Warrant Holder and (ii) promptly and in
any event within 5 days after such event, procure the Administration Agent to
update the Register and send each Warrant Holder written notice detailing the
adjustment to its Entitlement together with (against delivery to the
Administration Agent of the existing Warrant Certificate(s) of such
Warrant Holder) replacement Warrant Certificate(s) in respect of such
adjusted Entitlement (or procure the Administration Agent to endorse such
adjustment on the First Schedule to the applicable Warrant Certificate in
respect of such Entitlement).  For the
avoidance of doubt, such adjustment shall be effective irrespective of whether
such replacement Warrant Certificate(s) are issued and/or delivered to the
Warrant Holders (or whether such endorsement on any applicable Warrant
Certificate is made).


 


40

















 


8.                                 UNDERTAKINGS


 


8.1                           Undertakings by the Issuer


 


The
Issuer undertakes that during the period from the date of this Instrument and
whilst any Warrants are outstanding (except with the prior sanction of a
Written Consent):


 


8.1.1                            it shall
ensure that the aggregate Warrant Shares held or to be held by the Warrant
Holders on an as-exercised basis in full represent the Total Entitlement of the
Fully Diluted Share Capital;


 


8.1.2                            it shall at
all times maintain legal and beneficial ownership of sufficient number of
Shares free from Encumbrances (other than the Share Pledge) in order to satisfy
the exercise of all outstanding Warrants and other Transaction Warrants in full
and to satisfy any obligations that it may have under Clause 4.2.4(b) in
full;


 


8.1.3                            it shall
ensure that at all times the Shares subject to valid and effective security
under the Share Pledge are not less than the higher of (a) the aggregate
maximum number of Shares that may be required to satisfy the exercise of all
outstanding Warrants and other Transaction Warrants in full and to satisfy any
obligations that it may have under Clause 4.2.4(b) (and any other
equivalent provision in any other Transaction Warrant Instrument) in full and (b) such
number of Shares as shall be equal to 30% of the Fully Diluted Share Capital
from time to time (such higher number of Shares being the “Required
Shares”);


 


8.1.4                            it will not
exercise its voting rights to approve any modification of the rights attached
to any shares or securities of the Company (including the creation or issue of
any shares or securities with preferential rights, or any other class of shares
or securities) which may have an adverse effect on the rights of the Warrant
Holders or the value of the Warrants or of the Warrant Shares;


 


8.1.5                            it will not
take any action for the purpose of avoiding or seeking to avoid the performance
of any of the terms to be observed or performed by it or any Obligor under this
Instrument, the Warrant Agency Agreement, any Warrant Certificate or under the
Facility Agreement;


 


8.1.6                            it will
comply with all applicable regulatory requirements in respect of the issue of
the Warrants and the continuing validity of the Warrants thereafter until the
Warrants are exercised or lapsed or this Instrument is terminated in accordance
with the terms and conditions of this Instrument;


 


8.1.7                            it will
procure that the Company observes and complies with its obligations under this
Instrument;


 


8.1.8                            it will
comply with its obligations, and will use all reasonable endeavours to procure
that the Calculation Agent and the Administration Agent comply with their
respective obligations, under this Instrument, the Warrant Agency Agreement and
each Warrant Certificate, and notify the Warrant Holders immediately it becomes
aware of any material breach of such obligations; and


 


41

















 


(in the event that an Agent fails to
comply with any of its obligations under, or perform any action expressed to be
required to be performed by such Agent under, this Instrument, the Warrant
Agency Agreement or any Warrant Certificate, the Issuer shall perform such
obligations and such action itself);


 


8.1.9                            it shall
not:


 


(a)                     incur any
liabilities except for:


 


(i)                       indebtedness
owing to Wise Worldwide Limited pursuant to the Intercompany Loan Agreement (in
the form subsisting as at the date of this Instrument) provided that (x) the
principal amount of such indebtedness is not increased after the date of this
Instrument and (y) such indebtedness shall have been subordinated to the
indebtedness of the Obligors under the Transaction Documents pursuant to a
Subordination Deed between the Issuer, Wise Worldwide Limited and the Security
Agent;


 


(ii)                    liabilities that arise in the
ordinary course of acting as a holding company of the Company; and/or


 


(iii)                 liabilities under the Transaction
Warrant Instruments, the Other Warrant Instruments and the Security Documents
to which it is a party;


 


(b)                    create or
permit to subsist any Security, Quasi-Security or other Encumbrance over any of
the Required Shares or any interest therein (except for any Security created
under or evidenced by any Security Document); or


 


(c)                     enter into a
single transaction or a series of transactions (whether related or not) and
whether voluntary or involuntary to sell, lease, transfer or otherwise dispose
of any of the Required Shares or any interest therein (except for any disposal
constituted by the creation of any Security under any Security Document and/or
any transfer of Required Shares to the Transaction Warrant Holders in
accordance with the terms of the Transaction Warrants).


 


8.2                           Undertakings by the Company


 


The
Company undertakes that during the period from the date of this Instrument and
whilst any Warrants are outstanding (except with the prior sanction of a
Written Consent):


 


8.2.1                            it will not,
and it will procure that no Covered Entity will, carry out any Exit Event;


 


8.2.2                            it will not
conclude terms for any initial offering of shares or securities of the Company
and will not undertake any initial offering of shares or securities of 


 


42

















 


the Company except for a Qualifying
IPO which involves a quotation for all the Warrant Shares (or any shares into
which they and/or Warrants may convert in connection with the Qualifying IPO)
on terms which are no less favourable than those applicable to the other issued
shares and the shares to be issued upon the Qualifying IPO (including being
listed on the principal securities exchanges and markets within the United
States, if any, on which other issued shares and the shares to be issued upon
the Qualifying IPO are then listed). To the extent that the Ordinary Shares are
not listed on a national securities exchange within the United States or there
is no exemption from state “blue sky” securities laws for the issuance of the
Warrant Shares, the Company will take all commercially reasonable actions which
may be necessary so that the Warrant Shares are registered in all states of the
United States in which the holders of the Warrants reside;


 


8.2.3                            it will not
conclude terms for a Qualifying IPO and will not undertake a Qualifying IPO
pursuant to which lock-up or similar restrictions are imposed on any of the
Shares (including without limitation any Warrant Shares) unless: (i) such
lock-up is required (and provided to the extent required) by the Stock Exchange
in respect of such Qualifying IPO), and the Issuer is permitted to transfer all
of the Warrant Shares to the Warrant Holders upon the occurrence of such
Qualifying IPO, or (ii) in any other case it obtains a Written Consent
amending the terms of this Instrument;


 


8.2.4                            it shall
ensure that any initial public offering or secondary offering that is primarily
based on the assets or business of the Group or any part thereof shall be made
by the Company by way of a Qualifying IPO; and


 


8.2.5                            it will not
take any action for the purpose of avoiding or seeking to avoid the performance
of any of the terms to be observed or performed by it under this Instrument,
the Warrant Agency Agreement, any Warrant Certificate or under the Facility
Agreement.


 


8.3                           Undertakings by the Warrant Guarantors


 


Each
of the Warrant Guarantors undertakes that during the period from the date of
this Instrument and whilst any Warrants are outstanding (except with the prior
sanction of a Written Consent):


 


8.3.1                            it shall
not, and shall ensure that no member of the Group shall, issue any shares or
other Equity Interests, except for:


 


(a)                     any issuance
of shares or Equity Interests in the Company in favour of the Issuer;


 


(b)                     any
issuance of shares or Equity Interests in any Company Entity (other than the
Company) in favour of another Company Entity,


 


43

















 


and provided that, for the avoidance of doubt,
if such Written Consent is obtained, Clause 6.1 (Right of first offer on new issue) shall continue to apply.


 


8.3.2                            it shall
not, and shall ensure that no member of the Group shall, sell, transfer, convey
or otherwise dispose of, or create any Encumbrance over;


 


(a)                     any shares
or Equity Interests in any member of the Group, except for:


 


(i)                       the creation
of Transaction Security over such shares or Equity Interests under the Security
Documents; and


 


(ii)                    any transfer of any shares or Equity
Interests in any Company Entity (other than the Company) to another Company
Entity,


 


and provided that, for the avoidance of doubt,
if such Written Consent is obtained, Clause 6.2 (Right of first offer on transfer) and Clause 6.3 (Co-sale right) shall continue to apply.


 


(b)                    any of its
material assets, except for:


 


(i)                       the creation
of Transaction Security over such assets under the Security Documents;


 


(ii)                    any transfer of any assets of any
Company Entity in favour of another Company Entity; and


 


(iii)                 any disposal of assets in the
ordinary course of trading and on arm’s length terms;


 


8.3.3                            (without
prejudice to Clause 4.8) it shall not, and shall ensure that no member of the
Group shall, make, declare or pay any Distribution, except:


 


(a)                     any
Distribution by a member of the Group (other than the Company) in favour of a
Company Entity; or


 


(b)                    Distributions
by the Company in favour of its shareholders provided that the aggregate of any
and all such Distributions made, paid and/or declared during any financial year
of the Company does not exceed (or the equivalent thereof in the applicable
currency does not exceed):


 


(i)                       (in the case
of the financial year of the Company ending in 2010 or 2011) 10% of the
shareholders’ equity of the Borrower (as determined in accordance with the
Accounting Principles) as at the end of the immediately preceding financial
year of the Company; or


 


(ii)                   (in the case of any financial year
of the Company ending in or after 2012) 15% of the shareholders’ equity of the
Borrower (as determined in accordance with the Accounting Principles) as at


 


44

















 


the end of the immediately preceding
financial year of the Company;


 


8.3.4                            it shall ensure
that each financial year of each member of the Group shall end on 30 September;
and


 


8.3.5                            it shall
ensure that each member of the Group (other than the Company) shall be
wholly-owned directly or indirectly by one or more Company Entities.


 


8.4                           Undertaking by the Founder


 


The
Founder undertakes that during the period from the date of this Instrument and
whilst any Warrants are outstanding it shall procure that the Issuer complies
with the obligations expressed to be assumed by it under this Instrument, the
Warrant Agency Agreement and the Warrant Certificates.


 


9.                                 WINDING
UP OF THE ISSUER OR THE COMPANY


 


9.1                           Rights of Warrant Holders upon winding up of the Issuer or the Company


 


If at
any time while any Warrants are outstanding an order is made or an effective
resolution is passed for the winding up or dissolution of the Issuer or the
Company or if any other dissolution of the Issuer or the Company by operation
of law is to be effected, the Issuer shall as soon as reasonably practicable
send to the Warrant Holders a written notice (with a copy to the Administration
Agent) stating that such an order has been made or resolution has been passed
or other dissolution is to be effected. 
A Warrant Holder may at any time within three months after the date of
such notice elect, by written notice (with a copy to the Administration Agent)
to the Issuer and subject to Applicable Laws, to be treated as if it had,
immediately before the date of the making of the order or passing of the
resolution or other dissolution, exercised its rights (and as if such rights
were exercisable in accordance with the terms of this Instrument) to purchase
(without charge) the Warrant Shares from the Issuer in preference and prior to
any other party subject to the Applicable Laws.


 


9.2                           Warrants lapse upon dissolution


 


Subject
to compliance by the Issuer with Clause 9.1 (Rights
of Warrant Holders upon winding up of the Issuer or the Company),
the Warrants held by a Warrant Holder shall lapse on a dissolution or winding
up of the Issuer.


 


9.3                           No obligation


 


For
the avoidance of doubt, the Warrant Holders shall not have any obligation to
make any actual payment to the Issuer or the Company in connection with a
dissolution or winding up of the Issuer or the Company.


 


45














 


10.         TRANSFER
OF WARRANTS AND LEGENDS


 


10.1       Subject to
compliance with the Applicable Laws, the Warrants and all rights thereunder are
transferable in accordance with the provisions of Schedule 5 (Register, Transfers and Notices) without charge to the relevant
Warrant Holder.


 


10.2       Each Warrant Certificate
issued hereunder shall bear a legend in substantially the following form


 


“THIS WARRANT AND THE SHARES ACQUIRABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS WARRANT MAY NOT
BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT DATED AS OF [   ] AND THE WARRANT AGENCY AGREEMENT DATED AS
OF [   ], COPIES OF WHICH MAY BE
OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY SUCCESSOR
THERETO.  BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE UNITED
STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL
OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF
THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR
ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE
REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN,
THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF
THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH
EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903
OR 904 OF THE REGULATION S UNDER THE


 


46

















 


SECURITIES ACT; AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”


 


When
the Warrants and/or Warrant Shares (a) shall have been effectively
registered under the Securities Act and applicable securities laws, or (b) are
no longer subject to any restrictions upon transfer under the Securities Act,
the Issuer shall, upon the written request of the relevant Warrant Holder,
issue to such Warrant Holder in exchange for such Warrant Holder’s existing
Warrant Certificate a new Warrant Certificate evidencing such Warrant(s) (represented
by such existing Warrant Certificate) without a legend setting forth the
relevant transfer restriction, as the case may be.


 


11.         AGENTS
AND ARRANGER


 


11.1       Administration Agent


 


The Issuer shall, in accordance with the terms of the Warrant
Agency Agreement, appoint and authorise, the Administration Agent to act as
administration agent in respect of the Warrants and exercise the rights,
powers, authorities and discretions specifically given to the Administration
Agent under this Instrument and/or the Warrant Agency Agreement, including
without limitation maintaining the Register in accordance with Schedule 5 (Register, Transfers and Notices) and the
other provisions of this Instrument and the Warrant Agency Agreement.


 


11.2       Calculation Agent


 


The
Issuer shall, in accordance with the terms of the Warrant Agency Agreement,
appoint and authorise, the Calculation Agent to act as calculation agent in
respect of the Warrants and exercise the rights, powers, authorities and
discretions specifically given to the Calculation Agent under this Instrument
and/or the Warrant Agency Agreement.


 


11.3       Maintenance of Agents


 


The
Issuer must maintain, in accordance with the terms of the Warrant Agency
Agreement, an Administration Agent and a Calculation Agent at all times during
the term of this Instrument with effect no later than the date of the first
Utilisation Request under the Facility Agreement. The Issuer must ensure that (a) the
same Person acts as administration agent under all Transaction Warrant
Instruments at all times during the term of this Instrument and (b) the
same Person acts as calculation agent under all Transaction Warrant Instruments
at all times during the term of this Instrument.


 


11.4       Protection of Agents


 


Any
protection afforded to any Agent (including without limitation any exclusion of
liability) pursuant to the provisions of the Warrant Agency Agreement shall be
binding


 


47

















 


on
all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the
Warrant Holders and the Beneficial Holders.


 


11.5       Role of the Arranger


 


The
Arranger has no obligations of any kind to any of the Issuer, the Company, any
other Warrant Guarantor, the Founder, any Warrant Holder, any Beneficial Holder
under or in connection with this Instrument, any other Transaction Warrant
Instrument, or any other Transaction Document.


 


11.6       Protection of Arranger


 


Any
protection afforded to the Arranger (including without limitation any exclusion
of liability) pursuant to the provisions of this Instrument shall be binding on
all of the Issuer, the Company, each other Warrant Guarantor, the Founder, the
Warrant Holders and the Beneficial Holders.


 


12.         VARIATION
OF RIGHTS AND VOTES


 


12.1       Modification


 


12.1.1       Subject to Clauses 5.3 (Stock Exchanges) and Clauses 12.1.2 to
12.1.4, any of the rights for the time being attached to the Warrants may from
time to time (whether or not the Issuer or the Company is being wound up) be
altered, abrogated or waived with the sanction of a Written Consent and shall
be effected by an instrument by way of deed poll executed by the Issuer, the
Founder, and (at all times prior to a Qualifying IPO) the Warrant Guarantors
and (in each case) expressed to be supplemental to this Instrument (but without
any need for such instrument to be executed by any Initial Beneficial Holder,
any Warrant Holder or any other Beneficial Holder).


 


12.1.2       Any proposed amendment,
modification, alteration or waiver to the terms of the Warrants or the
provisions of this Instrument in respect of or relating to the Stated Per Cent,
any Entitlement, or the definition of “Transaction Entitlement”, “Transaction
Warrant”, “Transaction Warrant Holder”, “Transaction Warrant Instrument” or “Total
Transaction Entitlement”, or any amendment to the terms of Clause 4.2 (Adjustment to Entitlements), Clause 4.4.5, Clause 4.8 (Distributions), Clause 7 (Adjustments) or this Clause 12, or any
other provision of this Instrument which expressly contemplates a Unanimous
Written Consent, shall not be effective unless such amendment, modification,
alteration or waiver is consented to by a Unanimous Written Consent and any
such amendment, modification, alteration or waiver shall be effected by an
instrument by way of deed poll executed by the Issuer, the Founder, and (at all
times prior to a Qualifying IPO) the Warrant Guarantors and (in each case)
expressed to be supplemental to this Instrument (but without any need for such
instrument to be executed by any Initial Beneficial Holder, any Warrant Holder
or any other Beneficial Holder).


 


48

















 


12.1.3       Any amendment, modification,
alteration or waiver which relates to or has the effect of changing Clause 2.1
(Issue of Warrants) or the
definition of “Arranger” or any provision conferring any right or protection on
the Arranger, may not be effected with the prior written consent of the
Arranger.


 


12.1.4       At all times during the period from
the date of this Instrument to the time when the Global
Warrant Certificate has been issued in accordance with Clause 2.1.1(b), for the
purposes of any Written Consent, Unanimous Written Consent or Transaction
Written Consent, each Person set out in Schedule 1 (Initial Beneficial Holders and Initial Warrants held) shall
be deemed to be a Warrant Holder with outstanding Warrants carrying an
Entitlement set out opposite the name of such Person in Schedule 1 (Initial Beneficial Holders and Initial Warrants held).


 


12.2       Endorsement


 


A
memorandum of every such supplemental deed as is referred to in
Clause 12.1 (Modification)
shall be endorsed on the Warrant Certificates and notice of such alteration,
abrogation, waiver or modification shall be given to the Warrant Holders, the
Issuer, the Founder, the Administration Agent, the Calculation Agent, and the
Arranger within five Business Days of it occurring.


 


12.3       Termination


 


12.3.1       This Instrument shall terminate and
shall cease to have effect at the earlier of (a) when all the rights of
the Warrant Holders under this Instrument have lapsed or have been exercised in
accordance with its terms and (b) when all Warrant Holders, the Issuer and
the Company agree in writing that this Instrument shall terminate and cease to
have any effect. For the avoidance of doubt, this Instrument shall continue to
have full force and effect and the Warrants (including the Purchase Rights)
shall continue to be capable of being exercised (unless they have otherwise
lapsed in accordance with the terms of this Instrument) notwithstanding (i) all obligations under the Facility Agreement have
been irrevocably discharged in full, (ii) all amounts which may be or
become payable by any or all of the Obligors under or in connection with the
Transaction Documents have been irrevocably paid in full including, without
limitation, any mandatory prepayment, voluntary prepayment, exercise of any put
option thereunder and (iii) no Lender is under any further obligation
(whether actual or contingent) to provide any further advance or financial
accommodation to any Obligor under any Finance Document.


 


12.3.2       Notwithstanding Clause 12.3.1,
Clauses 6.1 (Right of first offer on new
issue), 6.2 (Right of first offer
on transfer), 6.3 (Co-sale right),
8.2 (Undertakings by the Company),
8.3 (Undertakings by the Warrant Guarantors)
and 13.6 (Information Rights of the Warrant
Holders) shall cease to apply upon and after a Qualifying IPO.


 


49

















 


12.4       Votes and written resolutions


 


12.4.1       All decisions by the Warrant Holders
pursuant to this Instrument shall be taken either by way of Written Consent or
a Unanimous Written Consent or a Transaction Written Consent (as the case
requires).


 


12.4.2       In voting by the Warrant Holders on
any proposed Written Consent, each Warrant Holder (in its capacity as such) is
entitled to such proportion of votes represented by its Entitlement borne to
the Total Entitlement. A Warrant Holder need not use its entire proportion of
votes or cast all its proportion of votes it uses in the same way.


 


12.4.3       In voting by the Transaction Warrant
Holders on any proposed Transaction Written Consent, each Warrant Holder (in
its capacity as such, but without prejudice to its entitlement as Transaction
Warrant Holder under any other Transaction Warrant Instrument) is entitled to
such proportion of votes represented by its Entitlement borne to the aggregate
Transaction Entitlement of the Transaction Warrant Holders. A Warrant Holder
need not use its entire proportion of votes or cast all its proportion of votes
it uses in the same way.


 


12.4.4       A Written Consent or a Unanimous
Written Consent or a Transaction Written Consent signed by the requisite number
of Warrant Holders or Transaction Warrant Holders (as the case requires) may be
contained in one document or in several documents in like form each signed by
one or more of the relevant Warrant Holders or Transaction Warrant Holders (as
the case requires) and the date of the resolution will be when the resolution
is signed by or on behalf of the last relevant Transaction Warrant Holder.


 


12.4.5       If any Relevant Party or any
Transaction Warrant Holder requests the Administration Agent to put any matter
or proposal (including without limitation any proposal for amendment,
modification, alteration or waiver of any term of this Instrument) to the
Warrant Holders or the Transaction Warrant Holders for voting, the Issuer shall
ensure that Administration Agent shall:


 


(a)       promptly
notify the Warrant Holders or (as the case may be) the Transaction Warrant
Holders of such matter or proposal in accordance with the terms of this
Instrument (in the case of notification to the Warrant Holders) and other
applicable Transaction Warrant Instruments (in the case of notification to
other Transaction Warrant Holders);


 


(b)       notify the
Issuer and the Warrant Holders of the results of voting on such matter or
proposal including whether the applicable Written Consent, Transaction Written
Consent or Unanimous Written Consent has been attained in respect of such
matter or proposal; and


 


(c)       shall, at
the request of the Issuer or any Warrant Issuer, keep the Issuer or such
Warrant Issuer informed as the progress of attaining the


 


50

















 


applicable Written Consent,
Transaction Written Consent or Unanimous Written Consent in respect of such
matter or proposal.


 


13.         WARRANTIES
AND UNDERTAKINGS


 


13.1       Warranties in respect of the Issuer, the Warrant Guarantors and the
Founder


 


Each of the Issuer, the Company, the other Warrant
Guarantors and the Founder, in respect of itself, represents and warrants to
the Warrant Holders and the Beneficial Holders on the date of this Instrument
and on the Initial Utilisation Date, each other Utilisation Date, the date on
which the Warrant Agency Agreement is executed, the date on which any Warrant
Certificate is issued and on each day on which any Accession Undertaking is
delivered that:


 


13.1.1       in the case of the Issuer, the
Company and each other Warrant Guarantor, it is a company duly organised,
validly existing and in good standing under the laws of its jurisdiction of
incorporation;


 


13.1.2       in the case of the Issuer, the
Company and each other Warrant Guarantor, it has all requisite power, right and
authority and has taken all necessary action to authorise its entry into, and
has obtained all necessary consents and waivers, to execute, deliver, exercise
its rights and perform its obligations under, this Instrument, the Warrant
Agency Agreement, each Warrant Certificate and any Accession Undertaking to
which it is a party and to consummate the transactions contemplated hereby and
thereby;


 


13.1.3       no approvals are required under any
Applicable Laws in relation to the transactions contemplated by this
Instrument, the Warrant Agency Agreement, any Warrant Certificate and/or any
Accession Undertaking to which it is a party;


 


13.1.4       his or its obligations under this
Instrument, the Warrant Agency Agreement, any Warrant Certificate and any
Accession Undertaking to which he or it is a party constitute valid, legal and
binding obligations and are enforceable in accordance with its terms;


 


13.1.5       the execution and delivery of, and
the performance by him or it of his or its obligations under this Instrument,
the Warrant Agency Agreement, any Warrant Certificate and/or and any Accession
Undertaking to which he or it is a party will not result in:


 


(a)       in the case
of the Issuer, the Company or any other Warrant Guarantor, a breach of any
provision of its memorandum or articles of association or by-laws or equivalent
constitutional documents;


 


(b)       a breach of, or constitute a default under, or conflict with any
agreement or any instrument to which he or it is a party or by which he or it
is bound;


 


51

















 


(c)       a breach of any order, judgment or decree of any court or governmental
agency to which he or it is subject or by which he or it is bound or submits;


 


(d)       a breach of any Applicable Laws; or


 


(e)       his or
its losing the benefit of any material permit, asset, license, grant, subsidy,
right or privilege which he or it enjoys in any jurisdiction;


 


13.1.6       in the case of the Issuer, the
Company and each other Warrant Guarantor, its board of directors has authorised
the execution of this Instrument, the Warrant Agency Agreement, any Warrant
Certificate and any Accession Undertaking to which it is a party;


 


13.1.7       the Ordinary Shares
comprise the entire voting share capital of the Company;


 


13.1.8       as of the Initial Utilisation Date, (i) the
entire issued share capital of the Company shall be owned by the Issuer (as to
90%) and Wise Worldwide Limited, a BVI Business Company incorporated under the laws of the British Virgin
Islands with company registration number 1515404 (as to 10%)
(in the case of the Issuer, free from any Encumbrance) and (ii) the entire
issued share capital of the Issuer is owned by the Founder;


 


13.1.9       (as of the date of this Instrument,
the Initial Utilisation Date and each other Utilisation Date) there has not
occurred any Event of Default and no Event of Default is outstanding or
continuing;


 


13.1.10     as of the Initial Utilisation Date,
other than pursuant to this Instrument and/or other Transaction Warrant
Instruments, there is no agreement, arrangement or obligation requiring the
creation, allotment, issue or grant to a Person of the right (conditional or
not) to require the allotment, issue or transfer of any shares in the Company
(including without limitation any option or right of conversion); and


 


13.1.11     as of the Initial Utilisation Date,
other than pursuant to this Instrument and/or other Transaction Warrant
Instruments and the Share Pledge, there is no Encumbrance, and there is no
agreement, arrangement or obligation to create or give an Encumbrance, over any
unissued share capital of the Company or any of the Required Shares.  No Person has claimed to be entitled to an
Encumbrance in relation to any unissued share capital of the Company or any of
the Required Shares.  Other than pursuant
to this Instrument and/or other Transaction Warrant Instruments, there are no
securities convertible into or ultimately exchangeable or exercisable for any
share in the Company.


 


52

















 


13.2       Further warranties in respect of the Issuer


 


The Issuer further represents and warrants to the
Warrant Holders and the Beneficial Holders on the date of this Instrument and
on each Utilisation Date that:


 


13.2.1       it has obtained the requisite
authority, pursuant to the laws of its jurisdiction of incorporation, to issue
the Warrants and transfer the Warrant Shares upon the exercise of the Purchase
Rights;


 


13.2.2       it legally and beneficially owns the
Warrant Shares free from any Encumbrances (other than the Share Pledge) and the
Warrant Shares are credited as fully paid, and rank pari passu in
all respects with the existing Ordinary Shares;


 


13.2.3       neither it nor any of its affiliates
(as defined in Rule 405 under the Securities Act), nor any person acting
on its or their behalf has engaged in any “directed selling efforts” (as
defined in Regulation S under the Securities Act) with respect to the
Warrants;


 


13.2.4       it is a “foreign issuer” (as such
term is defined in Regulation S under the Securities Act) that reasonably
believes that there is no substantial U.S. market interest (as defined in
Regulation S under the Securities Act) in the Warrants to be offered or sold
and the securities of the Company to be purchased upon exercise of the
Warrants; and


 


13.2.5       the sale and delivery of the Warrant
Shares to the Warrant Holders pursuant to the terms hereof will vest in the
Warrant Holders valid legal and beneficial title to the Warrant Shares free and
clear of all Encumbrances.


 


13.3       Upon
exercise of the Purchase Rights by a Warrant Holder and immediately before the
issue of the Warrant Shares pursuant to such exercise,


 


13.3.1       each of the Issuer, the
Company and the Founder is deemed to warrant to that Warrant Holder that each
of the warranties in Clauses 13.1 and 13.3; and


 


13.3.2       the Issuer is deemed to warrant to that Warrant Holder that each of the warranties
in Clause 13.2,


 


is true, accurate and not misleading by reference
to the facts and circumstances then subsisting.


 


13.4       Warranties in respect of the Warrant Holders


 


By accepting the Warrants, each Warrant Holder, in
respect of itself, represents and warrants to the Issuer as follows:


 


13.4.1       the Warrant Holder is a person
outside the United States purchasing the Warrants in an offshore transaction in
accordance with Regulation S under the Securities Act; and


 


53

















 


13.4.2       the Warrant Holder understands and
acknowledges that the offer, issue and sale of the Warrants and Warrant Shares
have not been registered under the Securities Act or under any other securities
laws.


 


13.5       Undertakings of the Warrant Holders


 


By accepting the Warrants, each Warrant Holder
acknowledges, is aware of, and agrees to comply with, the restrictions on
transferability of the Warrants and the Warrant Shares set out in this
Instrument and/or any applicable Warrant Certificate, including the restriction
that the Warrants and the Warrant Shares not be sold, transferred or otherwise
disposed of until, as the case may be, (i) in the United States a
registration statement under the Securities Act with respect thereto shall have
become effective or an exemption from such registration requirements is
available or (ii) all applicable securities laws of other relevant
jurisdictions shall have been complied with.


 


13.6       Information Rights of the Warrant Holders


 


The Company shall send, and the Issuer shall procure
that the Company sends, to each Warrant Holder:


 


13.6.1       as soon as the same become
available, but in any event within 120 days after the end of the relevant
financial year of the Borrower or the Company, as the case may be, a copy of
the financial statements of the Borrower (prior to a Qualifying IPO) audited by
an Approved Audit Firm and prepared in accordance with the Accounting
Principles;


 


13.6.2       as soon as the same become
available, but in any event within 45 days after end of each financial quarter
of the Borrower or the Company, as the case may be, the unaudited financial
statements for the Borrower (prior to a Qualifying IPO) for such financial
quarter and prepared in accordance with the Accounting Principles;


 


13.6.3       No later than 10 days prior to the commencement of each
successive  half-yearly period in any financial year of
the Borrower or the Company, as the case may be, a consolidated budget and business
plan for the next financial half-year of the Borrower (prior to a Qualifying
IPO); and


 


13.6.4       such other information regarding the
business and financial affairs of the Company and its Subsidiaries as any
Warrant Holder may reasonably request (and it shall be reasonable for the
purposes of this Clause 13.6.4 for the Warrant Holders to request any information
which the holders of Equity Shares are entitled to receive).


 


54

















 


14.         GUARANTEE


 


14.1       Guarantee
and indemnity


 


Each
Warrant Guarantor irrevocably, absolutely and unconditionally (and jointly and
severally with each other Warrant Guarantor):


 


14.1.1       guarantees to each Warrant Holder
punctual performance by the Issuer of all of the obligations assumed and/or
expressed to be assumed by the Issuer under this Instrument, the Warrant Agency
Agreement and any Warrant Certificate;


 


14.1.2       undertakes with each Warrant Holder
that whenever the Issuer does not pay any amount when due under or in
connection with this Instrument, the Warrant Agency Agreement or any Warrant
Certificate, such Warrant Guarantor shall immediately on demand pay that amount
as if it was the principal obligor; and


 


14.1.3       indemnifies each Warrant Holder
immediately on demand against any cost, loss or liability suffered by that
Warrant Holder if any obligation guaranteed by it is or becomes unenforceable,
invalid or illegal.  The amount of the
cost, loss or liability shall be equal to the amount which that Warrant Holder
would otherwise have been entitled to recover.


 


14.2       Continuing
guarantee


 


This
guarantee is a continuing guarantee and will extend to the ultimate balance of
sums payable by the Issuer under this Instrument, the Warrant Agency Agreement
and/or any Warrant Certificate, regardless of any intermediate payment or
discharge in whole or in part.


 


14.3       Reinstatement


 


If
any payment by any Obligor to any Secured Party or any recovery by any Secured
Party from any Obligor or any discharge or release given by a Secured Party
(whether in respect of the obligations of any Obligor or any security for those
obligations or otherwise) is avoided or reduced as a result of insolvency or
any similar event or for any other reason:


 


14.3.1       the liability of each Obligor party
hereto shall continue as if that payment, recovery, discharge, avoidance,
reduction or release had not occurred; and


 


14.3.2       each Warrant Holder shall be
entitled to recover the value or amount of that payment or recovery, and any
security, from each Obligor party hereto, as if that payment, recovery,
discharge, avoidance, reduction or release had not occurred.


 


14.4       Waiver of
defences


 


The
obligations of the Warrant Guarantors under this Clause 14 will not be affected
by an act, omission, matter or thing which, but for this Clause, would reduce,
release or prejudice any of their obligations under this Clause 14 (without
limitation and whether or not known to it or any Warrant Holder) including:


 


55














 


14.4.1       any time, waiver or consent granted
to, or composition with, any Obligor or any other person;


 


14.4.2       the release of any Obligor or any
other person under the terms of any composition or arrangement with any
creditor of any Obligor or any other person;


 


14.4.3       the taking, variation, compromise,
exchange, renewal or release of, or refusal or neglect to perfect, take up or
enforce, any rights against, or security over assets of, any Obligor or other
person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full
value of any security;


 


14.4.4       any incapacity or lack of power,
authority or legal personality of or dissolution or change in the members or
status of any Obligor or any other person;


 


14.4.5       any amendment (however fundamental)
or replacement of a Transaction Document or any other document or security;


 


14.4.6       any unenforceability, illegality or
invalidity of any obligation of any person under any of the Transaction
Documents or any other document or security;


 


14.4.7       any insolvency or similar
proceedings; or


 


14.4.8       any claims or set-off right that any
Warrant Guarantor may have.


 


14.5       Guarantor
Intent


 


Without
prejudice to the generality of Clause 14.4 (Waiver
of defences), each Warrant Guarantor expressly confirms that it
intends that this guarantee shall extend from time to time to any (however
fundamental) variation, increase, extension or addition of or to this
Instrument, the Warrant Agency Agreement and/or any Warrant Certificate and/or
any amount from time to time owing under this Instrument, the Warrant Agency
Agreement and/or any Warrant Certificate for the purposes of or in connection
with any of the following: acquisitions of any nature; increasing working
capital; enabling investor distributions to be made; carrying out
restructurings; refinancing existing facilities; refinancing any other
indebtedness; making facilities available to new borrowers; any other variation
or extension of the purposes for which any such facility or amount might be
made available from time to time; and any fees, costs and/or expenses
associated with any of the foregoing.


 


56

















 


14.6       Immediate
recourse


 


Each
Warrant Guarantor waives any right it may have of first requiring any Warrant
Holder (or any trustee or agent on its behalf) to proceed against or enforce
any other rights or security or claim payment from any person before claiming
from such Warrant Guarantor under this Clause 14.  This waiver applies irrespective of any law
or any provision of this Instrument to the contrary.


 


14.7       Appropriations


 


Until
(i) all amounts which may be or become payable by any or all of the
Obligors under or in connection with the Transaction Documents have been
irrevocably paid in full, (ii) no Secured Party is under any further
obligation (whether actual or contingent) to provide any further advance or
financial accommodation to any Obligor under any Transaction Document, (iii) no
Transaction Warrant is outstanding and (iv) no Treasury Transaction is
outstanding under any Hedging Agreement, each Warrant Holder (or any trustee or
agent on its behalf) may:


 


14.7.1       refrain from applying or enforcing
any other moneys, security or rights held or received by that Warrant Holder
(or any trustee or agent on its behalf) in respect of those amounts, or apply
and enforce the same in such manner and order as it sees fit (whether against
those amounts or otherwise) and none of the Warrant Guarantors shall be
entitled to the benefit of the same; and


 


14.7.2       hold in an interest-bearing suspense
account any moneys received from any Warrant Guarantor or on account of any
Warrant Guarantor’s liability under this Clause 14.


 


14.8       Deferral
of Warrant Guarantors’ rights


 


Until
(i) all amounts which may be or become payable by any or all of the
Obligors under or in connection with the Transaction Documents have been
irrevocably paid in full, (ii) no Secured Party is under any further
obligation (whether actual or contingent) to provide any further advance or
financial accommodation to any Obligor under any Transaction Document, (iii) no
Transaction Warrant is outstanding and (iv) no Treasury Transaction is
outstanding under any Hedging Agreement, none of the Warrant Guarantors shall
(unless the Security Agent otherwise directs pursuant to any Security Document)
exercise any rights which it may have by reason of performance by it of its
obligations under the Transaction Documents:


 


14.8.1       to be indemnified by any other Obligor;


 


14.8.2       to claim any contribution from any
other guarantor of any Obligor’s obligations under any or all of the
Transaction Documents; and/or


 


14.8.3       to take the benefit (in whole or in
part and whether by way of subrogation or otherwise) of any rights of the
Secured Parties under the Transaction Documents or of any other guarantee or
security taken pursuant to, or in connection with, the Transaction Documents by
any Transaction Party.


 


57

















 


14.9       Additional
security


 


14.9.1       This guarantee is in addition to and
is not in any way prejudiced by any other guarantee or security now or
subsequently held by any Secured Party.


 


14.9.2       Upon any person becoming a member of
the Group after the date of this Instrument, then unless such member of the
Group is incorporated in the PRC, each of the Issuer and the Warrant Guarantors
shall ensure that such person shall promptly become party hereto as an “Additional
Warrant Guarantor” in accordance with Clause 14.9.3.


 


14.9.3       A person that becomes a member of
the Group after the date of this Instrument may become party hereto as an “Additional
Warrant Guarantor” by delivering to the Administration Agent an Accession
Undertaking executed by such person and the Issuer.  The Administration Agent shall notify the
Issuer and the Warrant Holders of its receipt of any Accession Undertaking.


 


14.10     Release


 


Upon
the occurrence of a Qualifying IPO, the obligations of each Warrant Guarantor
under this Clause 14 shall terminate. 
Nothing in this Clause 14.10 shall prejudice the obligations of any
other Obligor hereunder or the obligations of any Warrant Guarantor under any
other provision of this Instrument.


 


15.         REPLACEMENT
OF WARRANT CERTIFICATES


 


If a
Warrant Certificate is mutilated, defaced, lost, stolen or destroyed it will be
replaced by the Issuer, at the cost of the relevant Warrant Holder, on such
terms as to evidence and indemnification as the Issuer may reasonably
require.  Mutilated or defaced Warrant
Certificates in respect of which replacements are being sought must be
surrendered to the Administration Agent against issuance of replacement Warrant
Certificate(s).


 


16.         CONFIDENTIAL
INFORMATION


 


16.1       Confidentiality undertaking


 


Subject
to the other provisions of this Clause 16 (Confidential
Information), each of the Warrant Holders shall at all times prior
to the Qualifying IPO keep confidential information obtained from the Group
relating to the Group (the “Confidential
Information”) confidential unless:


 


16.1.1       that information comes into the
public domain otherwise than through a breach of that Warrant Holder’s
obligations under this Clause 16 (Confidential
Information); or


 


16.1.2        such information is required to be
disclosed by law, by the rules, regulations or requirements of a securities
exchange on which that Warrant Holder’s shares (or a member of that Warrant
Holder’s Group’s shares) are listed or


 


58

















 


traded or by a Government Authority
or other regulatory or self-regulatory body or authority with relevant powers
to which a Warrant Holder (or a member of that Warrant Holder’s Group) is
subject or submits, whether or not the requirement has the force of law.


 


16.2       Permitted disclosure


 


Notwithstanding
Clause 16.1 (Confidentiality undertaking),
a Warrant Holder may pass Confidential Information to any of its Affiliates and
any other Person:


 


16.2.1       to (or through) whom that Warrant
Holder assigns or transfers (or may potentially assign or transfer) all or any
of its rights and obligations under this Instrument and/or all or any of its
Warrants;


 


16.2.2       with (or through) whom that Warrant
Holder enters into (or may potentially enter into) any transaction under which
payments are to be made by reference to this Instrument;


 


16.2.3       who acquires or is proposing to
acquire any interest in, or enters into or is proposing to enter into any
merger, amalgamation or other similar arrangement with, that Warrant Holder;


 


16.2.4       who is a professional adviser of
such Warrant Holder or its Affiliates;


 


16.2.5       who is an Agent;


 


16.2.6       who is a Warrant Holder or a Secured
Party;


 


16.2.7       who is an employee or officer of any
Warrant Holder (where such disclosure is reasonably required for the
performance of the duties or functions of such employee or officer); or


 


16.2.8       in any legal proceedings arising out
of or in connection with this Instrument, or to the extent otherwise reasonably
necessary in connection with any preservation or enforcement of any right or
remedy under or in connection with this Instrument,


 


provided
that, in the case of Clauses 16.2.1, 16.2.2, 16.2.3, 16.2.4 or 16.2.5 above, the Person to whom the information is to be
given has undertaken in writing that it shall keep such information
confidential and that it may only disclose such information to another Person
on terms permitted under this Clause 16 (Confidential
Information) (as if the first-mentioned Person were a Warrant
Holder).


 


17.         TAX GROSS
UP


 


17.1       If a
deduction or withholding for or on account of Tax from a payment under this
Instrument is required by law to be made by the Issuer, the Company, any other
Warrant Guarantor or the Founder, the amount of the payment due from the
Issuer, the Company, such other Warrant Guarantor or the Founder (as the case
may be)  shall be increased to an amount
which (after making all Tax deductions and withholdings)


 


59

















 


leaves an amount equal to the
payment which would have been due if no Tax deduction or withholding had been
required.


 


17.2       Within 30
days of making a deduction or withholding as described in Clause 17.1, the
Issuer, the Company, such other Warrant Guarantor or the Founder (as the case
may be) shall deliver to the relevant Warrant Holders an original receipt (or a
certified copy thereof) reasonably satisfactory to the relevant Warrant Holders
that such deduction or withholding has been made or (as applicable) any
appropriate payment has been paid to the relevant Tax authority.


 


18.         NO
SET-OFF


 


All
payments to be made by the Issuer, the Company, any other Warrant Guarantor or
the Founder under this Instrument shall be calculated and be made without (and
free and clear of any deduction for) set-off or counterclaim.


 


19.         NOTICES


 


Any
notice to be given for the purposes of this Instrument shall be given in
accordance with the provisions of paragraph 3 of Schedule 5 (Register, Transfers and
Notices). Any notice to be given to the Issuer, the Company,
any other Warrant Guarantor or the Founder shall be given to their respective
addresses as shown in the list of parties at the beginning of this Instrument
or in Schedule 5 (Register,
Transfers and Notices).


 


20.         PARTIAL
INVALIDITY


 


If,
at any time, any provision of this Instrument is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.


 


21.         DEFAULT
INTEREST


 


If
the Issuer, the Company, any other Warrant Guarantor or the Founder defaults in
the payment when due of any sum payable under this Instrument, the Warrant
Agency Agreement or any Warrant Certificate (howsoever determined), the Issuer,
the Company, such other Warrant Guarantor or the Founder (as the case may)
shall pay interest on such sum from the date when such payment is due until the
date of actual payment at a rate per annum equal to the default rate of
interest determined pursuant to Clause 9.3 (Default interest) of the Facility Agreement (in the form
subsisting as at the date of this Instrument) as if such sum were a sum due and
payable by the Borrower but unpaid under the Facility Agreement.  Such interest shall accrue from day to day
and be payable upon demand.


 


60

















 


22.         GOVERNING
LAW AND JURISDICTION


 


22.1       Governing law


 


This
Instrument and the Warrants are governed by and shall be construed in
accordance with Hong Kong law.


 


22.2       Jurisdiction


 


22.2.1       The courts of Hong Kong shall have
non-exclusive jurisdiction to settle any dispute arising from or connected with
this Instrument or the Warrants including, without limitation, a dispute
regarding the existence, validity or termination of this Instrument or the
consequences of its nullity (a “Dispute”).


 


22.2.2       The parties agree that the courts of
Hong Kong are the most appropriate and convenient forum to settle any Dispute
and, accordingly, they will not argue to the contrary.


 


22.2.3       No Warrant Holder shall be prevented
from taking proceedings relating to a Dispute in any other courts with
jurisdiction.  To the extent allowed by
law, the Warrant Holders may take concurrent proceedings in any number of
jurisdictions.


 


22.3       Service of proceedings


 


Each
of the Issuer, the Company, each other Warrant Guarantor and the Founder agrees
that the documents which start any proceedings relating to a Dispute (“Proceedings”) and any other documents
required to be served in relation to those Proceedings on the Issuer, the
Company, each other Warrant Guarantor and the Founder (as the case may be) may
be served on
International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10
Hysan Avenue, Causeway Bay, Hong Kong, on behalf of the Issuer, the
Company, each other Warrant Guarantor (that is not incorporated in Hong Kong)
and the Founder in accordance with Clause 19 (Notices), and each of the Issuer, the Company, each other
Warrant Guarantor (that is not incorporated in Hong Kong) and the Founder
irrevocably appoints such Person as its agent to accept service of
Proceedings.  These documents may,
however, be served in any other manner allowed by law.  This Clause applies to all Proceedings
wherever started.


 


23.         EFFECT


 


This
Instrument shall take effect as a deed poll, and shall take effect for the
benefit of the Warrant Holders and the Beneficial Holders from time to time,
and (in relation to any provision that is expressed for the benefit of or
purports to grant any right to the Arranger) the Arranger.


 


IN WITNESS WHEREOF this Instrument has been executed by the Issuer, the Company, Parentco,
Holdco and the Founder as a deed poll and is intended to be and is hereby
delivered


 


61

















 


on the date first above written and has been
signed and is delivered by the Initial Beneficial Holders on the date first
above written.


 


62














 


SCHEDULE 1

INITIAL BENEFICIAL HOLDERS AND INITIAL WARRANTS HELD


 


	
  Name of Initial

  Beneficial

  Holders

  	
   

  	
  Notice Address

  	
   

  	
  Number of

  Warrants

  	
   

  	
  Entitlement

  	
   

  
	
  Deutsche Bank

  AG, Hong

  Kong Branch

  	
   

  	
  Address: 45/F, Cheung Kong Center, 2 Queen’s Road
  Central, Hong Kong

   

  Fax:+852
  2203 7241

   

  Attention: Mabel Law, cc
  to Rowena Yue & Kari Cheng 

   

  Email: mabel.law@db.com

  rowena.yue@db.com

  kari.cheng@db.com

  	
   

  	
  100,000

  	
   

  	
  1.0

  	
  %

  
	
  Total:

  	
   

  	
   

  	
   

  	
  100,000

  	
   

  	
  1.0

  	
  %

  



 


63

















 


SCHEDULE 2

FORM OF GLOBAL WARRANT CERTIFICATE


 


ISIN: VGG7231T1396


 


THIS WARRANT AND THE SHARES
ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
ACCORDINGLY, THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO
SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT
INSTRUMENT DATED AS OF [   ] AND THE
WARRANT AGENCY AGREEMENT DATED AS OF [  
], COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE
ADMINISTRATION AGENT OR ANY SUCCESSOR THERETO. 
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT THE
HOLDER IS A PERSON OUTSIDE THE UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES
ACQUIRABLE UPON EXERCISE OF THIS WARRANT EXCEPT (A) TO PREMIUM SINO
FINANCE LIMITED (THE “ISSUER”) OR ITS AFFILIATES; (B) INSIDE THE UNITED
STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT; (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (E) PURSUANT
TO ANY AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT (PROVIDED THAT AS A CONDITION TO THE REGISTRATION OF TRANSFER OF
ANY WARRANTS OTHERWISE THAN AS DESCRIBED HEREIN, THE ISSUER OR THE
ADMINISTRATION AGENT MAY, IN CIRCUMSTANCES THAT ANY OF THEM DEEMS
APPROPRIATE, REQUIRE EVIDENCE AS TO COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S
UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS WARRANT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.


 


64

















 


PREMIUM SINO FINANCE LIMITED


(Incorporated in the British Virgin Islands)


GLOBAL WARRANT CERTIFICATE


 


1.                                 INTRODUCTION


 


This
Global Warrant Certificate is issued in respect of in aggregate [  ]
Tranche D warrants which entitle the holder thereof to purchase (without charge)
such number of shares in the capital of Sinotech Energy Limited (the “Company”)
representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance
Limited (the “Issuer”).  The Warrants are constituted by the
Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [   ] (as amended or supplemented from time to
time, the “Warrant Instrument”) by, among
others, the Issuer, the Company, Superport Limited, International
Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject
of a warrant agency agreement dated [   ]
(as amended or supplemented from time to time, the “Warrant
Agency Agreement”) and made between the Issuer, Deutsche Bank AG,
Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor
administration agent appointed from time to time in connection with the
Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”,
which expression includes any successor calculation agent appointed from time
to time in connection with the Warrants).


 


2.                                 DEFINITIONS


 


Words
and expressions defined in the Warrant Instrument shall have the same meanings
when used in this Global Warrant Certificate.


 


3.                                 REGISTERED
HOLDER


 


This is to certify that:


 


[    ]


 


is
the person registered in the warrant register maintained by the Administration
Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”)
of:


 


[  ] ([ 
]) WARRANTS


 


to purchase (without charge) such number of Warrant
Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted
from time to time in accordance with the terms and conditions of the Warrant Instrument.


 


65

















 


4.                                 EXCHANGE


 


4.1                           After the occurrence of a Direct Rights Event in respect of a Beneficial
Holder, and at the written request of such Beneficial Holder (“Direct Rights Notice”), this Global Warrant
Certificate will be exchanged, in part, for duly authenticated and completed
individual warrant certificates (“Individual Warrant Certificates”) in substantially the form (subject
to completion) set out in Schedule 3 (Form of
Individual Warrant Certificate) to the Warrant Instrument, such
Individual Warrant Certificates to represent in aggregate such number of
Warrants (and with such aggregate Entitlements) equal to the aggregate number
of Warrants (and, as applicable, the aggregate Entitlements) to which such
Beneficial Holder’s Entry relates as at the Determination Date in respect of
such Beneficial Holder.


 


4.2                           If:


 


4.2.1                            Euroclear Bank S.A./N.V. (“Euroclear”) or
Clearstream Banking, société anonyme, Luxembourg (“Clearstream,
Luxembourg”) is closed for business for a continuous period of 14
days (other than by reason of legal holidays) or announces an intention
permanently to cease business; or


 


4.2.2                            a Direct Rights Event occurs with respect to any Beneficial Holder, and
the Beneficial Holders whose Entries (immediately prior to the giving by any
Beneficial Holder of any Direct Rights Notice in respect of such Direct Rights
Event) in aggregate relate to 50% or more of the Warrants represented by such
Global Warrant Certificate (immediately prior to the giving by any Beneficial
Holder of any Direct Rights Notice in respect of such Direct Rights Event) give
Direct Rights Notices, whether separately or together, to the Administration
Agent,


 


this Global Warrant
Certificate will be exchanged, in whole but not in part only, for duly
authenticated and completed Individual Warrant Certificates issued in favour of
each of the Beneficial Holders, each representing in aggregate such number of
Warrants (and with such aggregate Entitlements) equal to the aggregate number
of Warrants (and, as applicable, the aggregate Entitlements) to which such
Beneficial Holder’s Entry relates as at the Determination Date in respect of
such Beneficial Holder.


 


5.                                 DELIVERY
OF INDIVIDUAL WARRANT CERTIFICATES


 


5.1                           Whenever this Global Warrant Certificate is to be exchanged in full for
Individual Warrant Certificates, such Individual Warrant Certificates shall be
issued, to the applicable Beneficial Holders for an aggregate number of
Warrants (and with aggregate Entitlements) equal to the aggregate number of
Warrants (and with aggregate Entitlements) represented by this Global Warrant
Certificate, within five business days of the delivery, by or on behalf of the
Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent
of such information as is required to complete and deliver such Individual
Warrant Certificates (including, without limitation, the names and addresses of
the persons in whose names the 


 


66

















 


Individual Warrant
Certificates are to be registered and the number of Warrants and Entitlement of
each such person to be represented by such Individual Warrant Certificates)
against the surrender of this Global Warrant Certificate at the Specified
Office of the Administration Agent.


 


5.2                           Whenever this Global Warrant Certificate is to be exchanged in part for
Individual Warrant Certificates, such Individual Warrant Certificates shall be
issued, to each applicable Beneficial Holder for an aggregate number of
Warrants (and with aggregate Entitlements) equal to the aggregate number of
Warrants (and with aggregate Entitlements) to which such Beneficial Holder’s
Entry relates as at the Determination Date in respect of such Beneficial
Holder, within five business days of the delivery, by or on behalf of the
Holder, Euroclear and/or Clearstream, Luxembourg, to the Administration Agent
of such information as is required to complete and deliver such Individual
Warrant Certificates (including, without limitation, the names and addresses of
the persons in whose names the Individual Warrant Certificates are to be
registered and the number of Warrants and Entitlement of each such person to be
represented by such Individual Warrant Certificates). The number of Warrants
and Entitlements represented by this Global Warrant Certificate shall be
written down in accordance with paragraph 6 below by the number of the Warrants
(and, as applicable, the Entitlements) represented by the Individual Warrant
Certificates so issued.


 


5.3                           Such exchange shall be effected in accordance with the provisions of the
Warrant Instrument, the Warrant Agency Agreement, and the regulations
concerning the transfer and registration of Warrants scheduled thereto or
contained therein and, in particular, shall be effected without charge to any
Holder, but against such indemnity as the Administration Agent may require in
respect of any tax or other duty of whatsoever nature which may be levied or
imposed in connection with such exchange. 
In this paragraph 5, “business day”
means a day on which commercial banks are open for business (including dealings
in foreign currencies) in the city in which the Administration Agent has its
Specified Office.


 


6.                                 WRITING
UP OR DOWN


 


On
each occasion on which:


 


a)                                          Individual Warrant Certificates are delivered in respect of any Warrants
represented by this Global Warrant Certificate;


 


b)                                         Purchase Rights are exercised in respect of any Warrants represented by
this Global Warrant Certificate in accordance with Clause 4 (Purchase Rights and Mechanics of Exercise)
of the Warrant Instrument; or


 


c)                                          any other adjustment to the Warrants and/or Entitlements represented by
this Global Warrant Certificate occurs in accordance with the terms of the
Warrant Instrument,


 


the
Issuer shall procure that the changes to the number of Warrants and/or the
Entitlements represented by this Global Warrant Certificate (and adjusted
number of 


 


67

















 


Warrants
and/or the adjusted Entitlements represented by this Global Warrant
Certificate) are noted by the Administration Agent in the First Schedule
hereto, whereupon the number of Warrants and the Entitlements represented by
this Global Warrant Certificate shall for all purposes be as most recently so
noted.


 


7.                                 WARRANT
INSTRUMENT APPLIES


 


Save
as otherwise provided herein and until this Global Warrant Certificate has been
exchanged in full as provided herein or cancelled in accordance with the
Warrant Instrument and/or the Warrant Agency Agreement, the Holder of this
Global Warrant Certificate shall have the benefit of, and be subject to, the
Warrant Instrument and, for the purposes of this Global Warrant Certificate,
any reference in the Warrant Instrument to “Warrant
Certificate” or “Warrant Certificates”
shall, except where the context otherwise requires, be construed so as to
include this Global Warrant Certificate.


 


8.                                 NOTICES


 


Notwithstanding
Clause 19 (Notices) of the Warrant Instrument,
while Warrants are represented by this Global Warrant Certificate and this
Global Warrant Certificate is deposited with a common depositary for Euroclear
or Clearstream, Luxembourg any notice to Holders of Warrants represented by
this Global Warrant Certificate may be given by delivery of the relevant notice
to Euroclear or Clearstream, Luxembourg (as applicable) and, in any case, such
notice shall be deemed to have been given to the Holders of Warrants
represented by this Global Warrant Certificate in accordance with Clause 19 (Notices) of the Warrant Instrument on the date of delivery of
such notice to Euroclear or Clearstream, Luxembourg (as applicable).


 


9.                                 DETERMINATION
OF ENTITLEMENT


 


This
Global Warrant Certificate is evidence of Entitlement only and is not a
document of title.  Entitlements are
determined by the Register.


 


10.                           AUTHENTICATION


 


This
Global Warrant Certificate shall not be valid for any purpose until it has been
authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as
Administration Agent.


 


11.                           GOVERNING
LAW


 


This
Global Warrant Certificate is governed by, and shall be construed in accordance
with, Hong Kong law.


 


68

















 


AS WITNESS the manual or facsimile signature of a duly
authorised person on behalf of the Issuer.


 


	
  PREMIUM SINO FINANCE LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ISSUED on [  ] 20[ ]

  	
   

  
	
   

  	
   

  
	
  AUTHENTICATED for and on behalf of

  	
   

  
	
  DEUTSCHE BANK AG, HONG KONG
  BRANCH

  	
   

  
	
  as Administration Agent

  	
   

  
	
  without recourse, warranty or liability

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  



 


EACH WARRANT IS TRANSFERABLE
PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF
THE WARRANT INSTRUMENT.


 


THE WARRANTS HAVE THE
BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH
SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.  


 


THE WARRANTS (AND THE
ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME
EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE
UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.


 


69

















 


 FIRST SCHEDULE TO GLOBAL WARRANT CERTIFICATE

CHANGES TO ENTITLEMENTS


 


	
  Date of

  change

  	
   

  	
  Nature of

  change

  	
   

  	
  Increase/

  decrease in

  Entitlement

  represented by

  this Global

  Warrant

  Certificate

  	
   

  	
  Total remaining

  Entitlement

  represented by

  this Global

  Warrant

  Certificate after

  the change

  	
   

  	
  Increase/

  decrease in

  number of

  Warrants

  represented by

  this Global

  Warrant

  Certificate

  	
   

  	
  Total remaining

  number of

  Warrants

  represented by

  this Global

  Warrant

  Certificate after

  the change

  	
   

  	
  Authorised

  signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


70

















 


SECOND
SCHEDULE TO GLOBAL WARRANT CERTIFICATE


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED                                                      ,
being the registered holder of this Global Warrant Certificate, hereby
transfers to                                                                                                                                                                                             
of 


 


 


                                                                                                                                                                    
in number of Warrants with an aggregate Entitlement of                        
% and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch,
in its capacity as administration agent in relation to the Warrants (or any
successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to
effect the relevant transfer by means of appropriate entries in the register
kept by it.


 


“Warrants”
means the Warrants (as defined in the Warrant Instrument).


 


“Warrant Instrument”
means the Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [  ] entered into by, among others, Premium Sino
Finance Limited, Sinotech Energy
Limited, Superport Limited, International Petroleum Services
Corporation Limited and Mr Liu Qingzeng (as amended or supplemented from time
to time).


 


 


(Name of Authorized
Signatory)


 


Name:


 


 


Notes


 


The name of the person by or on whose behalf
this form of transfer is signed must correspond with the name of the registered
holder as it appears on the face of this Warrant Certificate.


 


A representative of such registered holder
should state the capacity in which he signs, e.g. executor.


 


71

















 


The signature of the person effecting a
transfer shall conform to any list of duly authorised specimen signatures
supplied by the registered holder or be certified by a recognised bank, notary
public or in such other manner as the Administration Agent may require.


 


72














 


ADMINISTRATION AGENT


 


Deutsche Bank AG, Hong Kong
Branch


 


Cheung Kong Center

2 Queen’s Road Central

Hong Kong


 


CALCULATION AGENT


 


Deutsche Bank AG, Hong Kong
Branch


 


Cheung Kong Center

2 Queen’s Road Central

Hong Kong


 


73

















 


SCHEDULE 3

FORM OF
INDIVIDUAL WARRANT CERTIFICATE


 


THIS WARRANT AND THE SHARES ACQUIRABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY,
THIS WARRANT MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCES. THIS WARRANT IS ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE WARRANT INSTRUMENT
DATED AS OF [   ] AND THE WARRANT AGENCY
AGREEMENT DATED AS OF [   ], COPIES OF
WHICH MAY BE OBTAINED UPON REQUEST FROM THE ADMINISTRATION AGENT OR ANY
SUCCESSOR THERETO.  BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT THE HOLDER IS A PERSON OUTSIDE THE
UNITED STATES PURCHASING WARRANTS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL
OR OTHERWISE TRANSFER THIS WARRANT OR THE SHARES ACQUIRABLE UPON EXERCISE OF
THIS WARRANT EXCEPT (A) TO PREMIUM SINO FINANCE LIMITED (THE “ISSUER”) OR
ITS AFFILIATES; (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE); (E) PURSUANT TO ANY AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (PROVIDED THAT AS A
CONDITION TO THE REGISTRATION OF TRANSFER OF ANY WARRANTS OTHERWISE THAN AS
DESCRIBED HEREIN, THE ISSUER OR THE ADMINISTRATION AGENT MAY, IN
CIRCUMSTANCES THAT ANY OF THEM DEEMS APPROPRIATE, REQUIRE EVIDENCE AS TO
COMPLIANCE WITH ANY SUCH EXEMPTION); OR (F) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR 904 OF THE REGULATION S UNDER THE SECURITIES ACT;
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS WARRANT IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


 


74

















 


PREMIUM SINO FINANCE LIMITED


(Incorporated
in the British Virgin Islands)


 


INDIVIDUAL WARRANT
CERTIFICATE


 


	
  Serial No: [    ]

  	
   

  	
  Date of Issue:
  [    ]

  



 


1.                                INTRODUCTION


 


This
Individual Warrant Certificate is issued in respect of in aggregate [  ] Tranche
D warrants which entitle the holder thereof to purchase (without charge) such
number of shares in the capital of Sinotech Energy Limited (the “Company”)
representing in aggregate [ ]% of the Fully Diluted Share Capital (the “Warrants”) constituted and issued by Premium Sino Finance
Limited (the “Issuer”).  The Warrants are constituted by the
Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [  ] (as amended or supplemented from time to
time, the “Warrant Instrument”) by, among
others, the Issuer, the Company, Superport Limited, International
Petroleum Services Corporation Limited and Mr Liu Qingzeng and are the subject
of a warrant agency agreement dated [   ]
(as amended or supplemented from time to time, the “Warrant
Agency Agreement”) and made between the Issuer, Deutsche Bank AG,
Hong Kong Branch as administration agent (the “Administration Agent”, which expression includes any successor
administration agent appointed from time to time in connection with the
Warrants) and Deutsche Bank AG, Hong Kong Branch as calculation agent (the “Calculation Agent”,
which expression includes any successor calculation agent appointed from time
to time in connection with the Warrants).


 


2.                                DEFINITIONS


 


Words
and expressions defined in the Warrant Instrument shall have the same meanings
when used in this Individual Warrant Certificate.


 


3.                                REGISTERED
HOLDER


 


This is to certify that:


 


[    ]


 


is
the person registered in the warrant register maintained by the Administration
Agent in relation to the Warrants (the “Register”) as the duly registered holder (the “Holder”)
of:


 


[  ] ([ 
]) WARRANTS


 


to purchase (without charge) such number of Warrant
Shares representing [ ]% of the Fully Diluted Share Capital as may be adjusted
from time to time in accordance with the terms and conditions of the Warrant
Instrument.


 


75

















 


4.                                WRITING
UP OR DOWN


 


On
each occasion on which:


 


a)                                        Purchase Rights are exercised in respect of any
Warrants represented by this Individual Warrant Certificate in accordance with
Clause 4 (Purchase Rights and Mechanics of
Exercise) of the Warrant Instrument; or


 


b)                                         any other adjustment to the number of Warrants and/or Entitlements
represented by this Individual Warrant Certificate occurs in accordance with
the terms of the Warrant Instrument,


 


the
Issuer shall procure that the changes to the number of Warrants and/or the
Entitlements represented by this Individual Warrant Certificate (and the
adjusted number of Warrants and/or the adjusted Entitlements represented by
this Individual Warrant Certificate) are noted by the Administration Agent in
the Register, whereupon the number of Warrants and the Entitlements represented
by this Individual Warrant Certificate shall for all purposes be as most
recently so noted.


 


5.                                DETERMINATION
OF ENTITLEMENT


 


This
Individual Warrant Certificate is evidence of Entitlement only and is not a
document of title.  Entitlements are
determined by the Register.


 


6.                                AUTHENTICATION


 


This
Individual Warrant Certificate shall not be valid for any purpose until it has
been authenticated for and on behalf of Deutsche Bank AG, Hong Kong Branch as
Administration Agent.


 


7.                                GOVERNING
LAW


 


This
Individual Warrant Certificate is governed by, and shall be construed in
accordance with, Hong Kong law.


 


76

















 


AS WITNESS the manual or facsimile signature of a duly
authorised person on behalf of the Issuer.


 


PREMIUM SINO FINANCE
LIMITED


 


 


(Name of Authorized
Signatory)


 


Name:


 


 


ISSUED on [   ]
20[  ]


 


AUTHENTICATED for and on behalf of


DEUTSCHE BANK AG, HONG KONG
BRANCH


as Administration Agent


without recourse, warranty
or liability


 


 


(Name of Authorized
Signatory)


 


Name:


 


 


EACH WARRANT IS TRANSFERABLE
PRIOR TO EXERCISE IN FULL OF SUCH WARRANT IN ACCORDANCE WITH THE PROVISIONS OF
THE WARRANT INSTRUMENT.


 


THE WARRANTS HAVE THE
BENEFIT OF CERTAIN SECURITY DESCRIBED IN THE SECURITY TRUST DEED, AND SUCH
SECURITY IS SUBJECT TO THE TERMS OF THE SECURITY TRUST DEED.  


 


THE WARRANTS (AND THE
ENTITLEMENTS ATTRIBUTABLE TO SUCH WARRANTS) SHALL ONLY BECOME EFFECTIVE AND
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS (BUT SHALL AUTOMATICALLY BECOME
EFFECTIVE AND ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS) UPON THE APPLICABLE
UTILISATION DATE AS DESCRIBED IN CLAUSE 2.1.2 OF THE WARRANT INSTRUMENT.


 


77

















 


FIRST
SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE

CHANGES TO ENTITLEMENTS


 


	
  Date of 

  change

  	
   

  	
  Nature of 

  change

  	
   

  	
  Increase/ 

  decrease in 

  Entitlement 

  represented by 

  this Individual 

  Warrant 

  Certificate

  	
   

  	
  Total remaining

  Entitlement 

  represented by 

  this Individual 

  Warrant 

  Certificate after 

  the change

  	
   

  	
  Increase/ 

  decrease in 

  number of 

  Warrants 

  represented by 

  this Individual 

  Warrant 

  Certificate

  	
   

  	
  Total remaining

  number of 

  Warrants 

  represented by 

  this Individual 

  Warrant 

  Certificate after 

  the change

  	
   

  	
  Authorised 

  signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


78

















 


SECOND
SCHEDULE TO INDIVIDUAL WARRANT CERTIFICATE


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED                                                                   ,
being the registered holder of this Individual Warrant Certificate, hereby
transfers to                                                                                                                                                                   



                                                                                                                                                                                                                    



of                                                                                                            



                                                                                                                 


 


 


                                                                                                           
in number of Warrants with an aggregate Entitlement of                          
% and irrevocably requests and authorises Deutsche Bank AG, Hong Kong Branch,
in its capacity as administration agent in relation to the Warrants (or any
successor to Deutsche Bank AG, Hong Kong Branch, in its capacity as such) to
effect the relevant transfer by means of appropriate entries in the register
kept by it.


 


“Warrants”
means the Warrants (as defined in the Warrant Instrument).


 


“Warrant Instrument”
means the Instrument constituting Tranche D warrants to purchase shares in Sinotech Energy Limited dated [     ] by, among others, Premium Sino Finance
Limited, Sinotech Energy Limited, Superport
Limited, International Petroleum Services Corporation Limited and Mr Liu
Qingzeng (as amended or supplemented from time to time).


 


 


(Name of Authorized
Signatory)


 


Name:


 


 


Notes


 


The name of the person by or on whose behalf
this form of transfer is signed must correspond with the name of the registered
holder as it appears on the face of this Warrant Certificate.


 


A representative of such registered holder
should state the capacity in which he signs, e.g. executor.


 


79

















 


The signature of the person effecting a
transfer shall conform to any list of duly authorised specimen signatures
supplied by the registered holder or be certified by a recognised bank, notary
public or in such other manner as the Administration Agent may require.


 


80






 










 


ADMINISTRATION AGENT


 


Deutsche Bank AG, Hong Kong
Branch


 


Cheung Kong Center

2 Queen’s Road Central

Hong Kong


 


CALCULATION AGENT


 


Deutsche Bank AG, Hong Kong
Branch


 


Cheung Kong Center

2 Queen’s Road Central

Hong Kong


 


81

















 


SCHEDULE
4

FORM OF EXERCISE NOTICE


 


To:                              Premium
Sino Finance Limited


 


[name of
Administration Agent] as Administration Agent


 


Date:


 


[Note:
Insert appropriate alternative for (i) upon a Qualifying IPO, (ii) after
a Qualifying IPO,  or (iii) Exit
Event]


 


[Alternative A — Upon a
Qualifying IPO][Subject to the occurrence of a Qualifying IPO,
we hereby exercise the Purchase Rights in respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by
this Warrant Certificate, to purchase (free of charge) Warrant Shares on [·] (currently contemplated to be around [insert date]).


 


[We hereby direct the Issuer to transfer the
following Warrant Shares to the following proposed transferee(s):


 


	
  [Warrant Shares relating to 

  Entitlement in following 

  percentage (expressed as

  a percentage of the Fully

  Diluted Share Capital)]

  	
   

  	
  Name of proposed 

  transferee

  	
   

  	
  Address of proposed 

  transferee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


To the extent that the
Warrant Shares have not been registered pursuant to the United States
Securities Act of 1933, as amended (the “Securities
Act”), we hereby certify that the beneficial owner of the Warrant(s) being
exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act) and will not, except as permitted by Rule 144A
under the Securities Act directly or indirectly transfer Warrant Shares in
relation to the exercise of such Warrant(s) to any Person who is not a “qualified
institutional buyer” or b) will not, except as is permitted by the “offshore
transactions requirement” of Regulation S under the Securities Act, directly or
indirectly offer, sell or deliver the Warrant Shares in the United States, or
to a U.S. Person.


 


Share certificate(s) for such Warrant
Shares together with any other documents required to be delivered under Clause
4.4 (Procedure for exercise) of
the Warrant Instrument should be sent by registered post to [insert address], marked for the attention
of [insert name].]


 


[Alternative B — After a
Qualifying IPO][We hereby exercise the Purchase Rights in
respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by
this Warrant Certificate, to purchase (free of charge) Warrant Shares on [insert date].


 


[We hereby direct the Issuer to transfer the
following Warrant Shares to the following proposed transferee(s):


 


82

















 


	
  [Warrant Shares relating to 

  Entitlement in following 

  percentage (expressed 

  as a percentage of the Fully 

  Diluted Share Capital)]

  	
   

  	
  Name of proposed 

  transferee

  	
   

  	
  Address of proposed 

  transferee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


To the extent that the
Warrant Shares have not been registered pursuant to the United States
Securities Act of 1933, as amended (the “Securities
Act”), we hereby certify that the beneficial owner of the Warrant(s) being
exercised: a) is a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act) and will not, except as permitted by Rule 144A
under the Securities Act directly or indirectly transfer Warrant Shares in
relation to the exercise of such Warrant(s) to any Person who is not a “qualified
institutional buyer” or b) will not, except as is permitted by the “offshore
transactions requirement” of Regulation S under the Securities Act, directly or
indirectly offer, sell or deliver the Warrant Shares in the United States, or
to a U.S. Person.


 


Share certificate(s) for such Warrant
Shares together with any other documents required to be delivered under Clause
4.4 (Procedure for exercise) of
the Warrant Instrument should be sent by registered post to [insert address], marked for the attention
of [insert name].]


 


[Alternative C — Exit Event][Subject
to the occurrence of an Exit Event, we hereby exercise the Purchase Rights in
respect of [·] Warrants with an aggregate Entitlement of [·]%, being [all][part] of the Warrants represented by
this Warrant Certificate, to purchase (free of charge) Warrant Shares and
request the Issuer to pay the Cash Settlement Amount on the Exit Date (or
within three Business Days from the date on which the Exit Price (relating to
such exercise) is finally determined in accordance with the provisions of
Clause 4.6 (Exit Price) of the
Warrant Instrument) into the following 
account:


 


Details of Cash Settlement Account:


 


	
  Name
  of Beneficiary:

  	
  [  ]

  
	
   

  	
   

  
	
  Name
  of Bank:

  	
  [  ]

  
	
   

  	
   

  
	
  Bank
  Account Number:

  	
  [  ]

  
	
   

  	
   

  
	
  Sort
  code:

  	
  [  ]]**

  



 


[end of alternatives]


 


Unless otherwise provided in the Warrant
Instrument (including without limitation Clause 5.2 (Revocation) thereof), once given this Exercise Notice is
irrevocable.


 


Defined terms used herein, unless otherwise
defined herein, shall have the same meaning as those in the Instrument
constituting Tranche D warrants to purchase shares in Sinotech Energy 


 






** Note
that this alternative C applies only in the case of an Exit Event.


 


83

















 


Limited dated [                ] (as amended and/or
supplemented from time to time, “Warrant Instrument”)
entered into by, inter alia, Premium Sino Finance Limited, Sinotech Energy Limited, Superport
Limited, International Petroleum Services Corporation Limited and Mr Liu
Qingzeng.


 


 


SIGNED by


for and on behalf of


 


 


(Name of Warrant
Holder)


 


Name:


 


84

















 


SCHEDULE 5

REGISTER, TRANSFERS AND NOTICES


 


The
provisions of this Schedule 5 are subject to the provisions of the Warrant
Agency Agreement.  In the event of any
inconsistency between the provisions of this Schedule 5 and the provisions of
the Warrant Agency Agreement, the provisions of the Warrant Agency Agreement
shall prevail.


 


1.                                 REGISTER


 


1.1                           The Issuer shall appoint the Administration Agent to keep the Register
on behalf of the Issuer and shall ensure that the Administration Agent complies
with, and carries out its duties according to, the provisions set out in this
Schedule 5.


 


1.2                           The Administration Agent shall promptly enter in the Register:


 


1.2.1                            the name and address of each Warrant Holder for the time being;


 


1.2.2                            the number of Warrants held by each Warrant Holder, the Entitlement in
respect of such Warrants and the number of Warrant Shares for which each
Warrant Holder is entitled to purchase pursuant to such Warrants as adjusted in
accordance with this Instrument from time to time;


 


1.2.3                            the date on which the name of each Warrant Holder is entered in the
Register in respect of the Warrants registered in its name;


 


1.2.4                            the date on which all or any part of the Purchase Rights in respect of
the Warrants held by each Warrant Holder are exercised, or all or any part of
the Warrants are transferred or cancelled; and


 


1.2.5                            an annotation in respect of any Encumbrance created over any of the
Warrants and the Person in whose favour the Encumbrance is created as notified
by the relevant Warrant Holder.


 


1.3                           Any change in the name or address of any Warrant Holder shall be
notified to the Administration Agent and the Issuer by the Warrant Holder as
soon as reasonably practicable following such change, following which the
Administration Agent shall promptly update the Register accordingly.  Each Warrant Holder or any Person authorised
by a Warrant Holder shall be entitled at all reasonable times during office
hours upon one Business Day’s notice to inspect the Register and to take copies
of or extracts from it.   A Warrant
Holder shall be entitled to receive a certified true copy of the Register
certified by an officer of the Issuer free of charge within five Business Days
upon a written request of a Warrant Holder.


 


1.4                           The Administration Agent and the Issuer shall be entitled to treat the
Person whose name is shown in the Register as a Warrant Holder as the absolute
owner of a Warrant and, accordingly, shall not be bound (except as ordered by a
court of competent jurisdiction or as required by law) to recognise any
equitable or other claim to, or interest in, such Warrant (save for any
interest or claim in respect of any Encumbrance of which the Register contains
an annotation as described in paragraph 1.2.5 of this Schedule) on the 


 


85

















 


part
of any other Person whether or not it has express or other notice of such claim
or interest.


 


1.5                           Every Warrant Holder shall be recognised by the Administration Agent and
the Issuer as entitled to its Warrants free from any equity, set-off or
cross-claim on the part of the Issuer against the original or any intermediate
holder of such Warrants.


 


2.                                 TRANSFERS


 


2.1                           Every transfer of Warrants (in whole or in part) shall be made by an
instrument of transfer in the form set out in the Second Schedule to the
applicable Warrant Certificate (in respect of such Warrants). Any one Warrant
may only be transferred in whole and not in part.


 


2.2                           The instrument of transfer of a Warrant shall be signed by or on behalf
of the transferor.  The transferor shall
be deemed to remain the holder of the applicable Warrant until the name of the
transferee is entered in the Register in respect of that Warrant.


 


2.3                           The Issuer and the Administration Agent may decline to recognise any
transfer of a Warrant unless the relevant instrument of transfer is delivered
to the Administration Agent and copied to the Issuer accompanied by the Warrant Certificate to which it
relates (or an indemnity in respect thereof) and such other evidence as the
Administration Agent may reasonably require to show the right of the transferor
to make the transfer.  The Administration
Agent may waive production of any Warrant Certificate upon production of
satisfactory evidence of the loss or destruction of such instrument together
with such indemnity as it may reasonably require.  Subject to the foregoing provisions of this
paragraph and paragraph 2.4 below, the Issuer may not decline to recognise any
instrument of transfer and must (or ensure that the Administration Agent)
register the transfer of the Warrant(s) in accordance with this Schedule
5.


 


2.4                           The Administration Agent shall not register any transfer of a Warrant in respect of which an
annotation has been entered in the Register showing that an Encumbrance has
been created in respect of such Warrant, except where such transfer is in
favour of the beneficiary of such Encumbrance as shown in such annotation or to
such other Person as shall be directed in writing by such beneficiary.


 


2.5                           Any transfer of a Warrant which complies with this paragraph 2
shall be recorded in the Register within five Business Days following receipt
by the Administration Agent of the relevant instrument of transfer.


 


2.6                           The Issuer shall not be entitled to charge any fee for the registration
of a transfer of a Warrant or for registering an annotation of Encumbrance in
respect of any Warrant.


 


2.7                           The registration of a transfer shall be conclusive evidence of the
approval by the board of the directors of the Issuer of the transfer.


 


3.                                 NOTICES


 


3.1                           Each Warrant Holder shall register with the Administration Agent an
address (“Notice Address”) and
facsimile number to which notices can be sent and if any Warrant Holder 


 


86

















 


fails
so to do, notice may be given to that Warrant Holder by sending the same by any
of the methods referred to in paragraph 3.2 of this Schedule to its
registered address.


 


3.2                           Notices and other communications to Warrant Holders, the Administration
Agent, the Calculation Agent, the Issuer, the Company, any other Warrant
Guarantor or the Founder shall be in writing and shall be delivered either
personally, sent by courier or by facsimile.  
Any notice or other communication to be given by the Issuer, the
Company, any other Warrant Guarantor, the Founder or the Calculation Agent to
any Warrant Holder shall be sent through the Administration Agent.   Any notice or other communication to be
given by any Warrant Holder to the Issuer, the Company, any other Warrant Guarantor,
the Founder or the Calculation Agent shall be sent through the Administration
Agent.


 


3.3                           A notice or other communication given pursuant to the provisions of
paragraph 3.2 of this Schedule shall be deemed to have been served:


 


3.3.1                            at the time of delivery (or where such time is outside the normal
business hours of the recipient, on the opening of the next following Business
Day), if delivered personally;


 


3.3.2                            three Business Days after posting it if sent by courier;


 


in each case:


 


(a)                     to a Warrant
Holder, at its Notice Address (if there is none, its registered address); or


 


(b)                    to the
Issuer, at:


 


	
  Premium Sino Finance Limited

  
	
  Address:

  	
  

  
	
  Telephone:

  	
  +86 22 6635 1185

  
	
  Fax:

  	
  +86 22 6635 1181

  
	
  Attention:

  	
  Mr Liu Qingzeng; or

  



 


(c)                     to the
Company, at:


 


	
  Sinotech Energy Limited

  
	
  Address:

  	
  3/F, No. 19 Ronghua South Road, Beijing 

  Economic-Technological Development Area, Beijing 

  100176, People’s Republic of China

  
	
  Telephone:

  	
  +86 10 8712 5555

  
	
  Fax:

  	
  +86 10 8712 5500

  
	
  Attention:

  	
  Chief Executive Officer

  



 


(d)                    to the
Holdco, at:


 


	
  Superport Limited

  
	
  Address:

  	
  

  



 


87

















 


	
  Telephone:

  	
  +86 22 6635 1185

  
	
  Fax:

  	
  +86 22 6635 1181

  
	
  Attention:

  	
  Mr Liu Qingzeng; or

  



 


(e)                     to the
Parentco, at:


 


	
  International Petroleum Services
  Corporation Limited

  
	
  Address:

  	
  

  
	
   

  	
  

  
	
  Telephone:

  	
  +86-10-8712-5567

  
	
  Fax:

  	
  +86-10-8712-5500

  
	
  Attention:

  	
  Mr Liu Qingzeng

  



 


(f)                       to the
Founder, at:


 


	
  Mr Liu Qingzeng

  
	
  Address:

  	
  

  
	
  Telephone:

  	
  +86 22 6635 1185

  
	
  Fax:

  	
  +86 22 6635 1181

  
	
  Attention:

  	
  Mr Liu Qingzeng; or

  



 


(g)                    to the Administration
Agent, at:


 


	
  Address:

  	
  Deutsche
  Bank AG, Hong Kong Branch, Cheung
  Kong 

  Center, 2 Queen’s Road Central, Hong Kong

  
	
  Fax:

  	
  +852 2203 7320 / 7323

  
	
  Attention:

  	
  Trust and Securities Services; or

  



 


(h)                    to the
Calculation Agent, at


 


	
  Address:

  	
  55th Floor, Cheung Kong Center, Queen’s Road
  Central, 

  Hong Kong

  
	
  Telephone:

  	
  +852 2203 8787

  
	
  Fax:

  	
  +852 2203 7266

  
	
  Attention:

  	
  Rowena Yue, Kari Cheng and Shu Duan,

  



 


or (in each case) to such other address as such other
address as the applicable addressee of such notice or communication shall have
notified to the sender of such notice or communication with not less than 5
Business Days’ notice; or


 


3.3.3                            when the sender’s facsimile machine receives a confirmation of
transmission report (or where such time is outside the normal business hours of
the applicable addressee, on the opening of the next following Business Day) if
delivered by facsimile.


 


3.4                           Any Person who, whether by operation of law, transfer or other means
whatsoever, becomes entitled to any Warrant shall be bound by every notice
properly given to the Person from whom it derives its title to such Warrant.


 


88

















 


3.5                           When a given number of days’ notice is required to be given, the day of
service shall be included but the day upon which such notice will expire shall
not be included in calculating the number of days.


 


89






 










 


SCHEDULE 6

REGISTRATION RIGHTS


 


1                                          DEMAND REGISTRATION


 


1.1                                 Request for Registration. At any time and from time to time on or after twelve
months after a Qualifying IPO in the United States, the holders of Transaction
Registrable Securities may make a written demand for registration under the
Securities Act of all or part of their Transaction Registrable Securities (a “Demand Registration”). Any demand for a
Demand Registration shall specify the number and type of Transaction
Registrable Securities proposed to be sold and the intended method(s) of
distribution thereof. The Company will notify all holders of Transaction
Registrable Securities of the demand within ten (10) days from the receipt
of the Demand Registration, and each holder of Registrable Securities who
wishes to include all or a portion of such holder’s Transaction Registrable
Securities in the Demand Registration (each such holder wishing to include any
Transaction Registrable Securities in such registration, a “Demanding Holder”) shall so notify the
Company within fifteen (15) days after the receipt by the holder of the notice
from the Company. Upon any such request, the Demanding Holders shall be
entitled to have their Transaction Registrable Securities included in the
Demand Registration, subject to Section 1.4.  “Transaction Demanding Holders” means
Demanding Holders and all other holder(s) of Transaction Registrable
Securities wishing to include any Transaction Registrable Securities in such
registration.


 


1.2           Effective Registration. A
registration will not count as a Demand Registration until a registration
statement filed with the United States Securities and Exchange Commission (the “Commission”) with respect to such Demand
Registration has been declared effective and the Company has complied with all
of its obligations under this Agreement or otherwise with respect thereto;
provided, however, if, after such registration statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand
Registration is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the registration
statement with respect to such Demand Registration will be deemed not to have
been declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a
majority-in-interest of the Transaction Demanding Holders thereafter elect to
continue the offering; provided, further, the Company shall not be obligated to
file a second registration statement until a registration statement that has
been filed is counted as a Demand Registration or is terminated.


 


1.3           Underwritten Offering. If a
majority-in-interest of the Transaction Demanding Holders so elect and such
holders so advise the Company as part of their written demand for a Demand
Registration, the offering of such Transaction Registrable Securities pursuant
to such Demand Registration shall be in the form of an underwritten offering.
In such event, the right of any holder to include its Transaction Registrable
Securities in such registration shall be conditioned upon such holder’s
participation in such underwriting and the inclusion of such holder’s
Transaction Registrable Securities in the underwriting to the extent provided
herein. All Transaction Demanding Holders proposing to distribute their
securities through such underwriting shall enter into an 


 


90

















 


underwriting
agreement in customary form with theunderwriter or underwriters selected for
such underwriting by a majority-in-interest of the Transaction Demanding
Holders initiating the Demand Registration.


 


1.4           Reduction of Offering. If the
managing underwriter or underwriters for a Demand Registration that is to be an
underwritten offering advises the Company and the Demanding Holders in writing
that the dollar amount or number of shares of Transaction Registrable
Securities which the Transaction Demanding Holders desire to sell, taken
together with all other shares of common stock or other securities which the
Company desires to sell and the shares of common stock, if any, as to which
registration has been requested pursuant to written contractual piggyback
registration rights held by other shareholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares that can be
sold in such offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of shares, as
applicable, the “Maximum Number of Shares”),
then the Company shall include in such registration: (i) first, the Transaction
Registrable Securities as to which Demand Registration has been requested by
the Transaction Demanding Holders (pro rata in accordance with the number of
shares of Registrable Securities which such Transaction Demanding Holders have
requested be included in such registration, regardless of the number of shares
of Transaction Registrable Securities held by each Transaction Demanding
Holder) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (i), the shares of common stock or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares;
(iii) third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses
(i) and (ii), the shares of common stock (and any other applicable securities)
of the Company that the Company is obligated to register pursuant to Other
Warrant Instruments and that can be sold without exceeding the Maximum Number of Shares; (iv) fourth, to
the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (i), (ii) and (iii), the
shares of common stock for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Shares; and (v) fifth, to the extent that
the Maximum Number of Shares have
not been reached under the foregoing clauses (i), (ii), (iii) and (iv), the
shares of common stock that other shareholders desire to sell that can be sold
without exceeding the Maximum Number of
Shares.


 


1.5           Withdrawal. If a
majority-in-interest of the Transaction Demanding Holders disapprove of the
terms of any underwriting or are not entitled to include all of their Transaction
Registrable Securities in any offering, such majority-in-interest of the
Transaction Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the underwriter or underwriters of
their request to withdraw prior to the effectiveness of the registration
statement filed with the Commission with respect to such Demand
Registration.  In such event, the Company need not seek effectiveness of
such registration statement for the benefit of other investors.  If the
majority-in-


 


91

















 


interest of the
Transaction Demanding Holders withdraws from a proposed offering relating to a
Demand Registration, then such registration shall not count as a Demand
Registration provided for in Section 1.1, provided that the majority-in-interest
of the Transaction Demanding Holders electing to so withdraw from the offering
pays all costs and expenses incurred by the Company in connection with such
withdrawn Demand Registration.  If the majority-in-interest of the
Transaction Demanding Holders does not pay all costs and expenses incurred by
the Company in connection with such withdrawn Demand Registration, then it
shall count as a Demand Registration provided for in Section 1.1.


 


1.6           Permitted Delays. The Company
shall be entitled to postpone, for up to sixty (60) days, the filing of any
registration statement under this Section 1 if (a) at any time prior
to the filing of such registration statement the Company’s Board of Directors
determines, in its good faith business judgment, that such registration and
offering would materially and adversely affect any financing, acquisition,
corporate reorganization, or other material transaction involving the Company,
and (b) the Company delivers to the Transaction Demanding Holders written
notice thereof within five (5) business days of the date of receipt of
such request for Demand Registration.


 


2.                                      PIGGYBACK REGISTRATION


 


2.1                                 Piggyback Rights. If at any time the Company proposes to file a registration statement
under the Securities Act with respect to an offering of equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, including a Qualifying IPO in the United States, by
the Company for its own account or for shareholders of the Company for their
account (or by the Company and by shareholders of the Company), other than a
registration statement (i) filed in connection with any employee stock
option or other benefit plan, (ii) for an exchange offer or offering of
securities solely to the Company’s existing shareholders, (iii) for an
offering of debt that is convertible into equity securities of the Company or
(iv) for a dividend reinvestment plan, then the Company shall
(x) give written notice of such proposed filing to the holders of
Transaction Registrable Securities as soon as practicable but in no event less
than ten (10) days before the anticipated filing date, which notice shall
describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing
underwriter or underwriters, if any, of the offering, and (y) offer to the
holders of Transaction Registrable Securities in such notice the opportunity to
register the sale of such number of shares of Transaction Registrable
Securities as such holders may request in writing within five (5) days
following receipt of such notice (a “Piggyback
Registration”). The Company shall cause such Transaction Registrable
Securities to be included in such registration and shall use its best efforts
to cause the managing underwriter or underwriters of a proposed underwritten
offering to permit the Transaction Registrable Securities requested to be
included in a Piggyback Registration to be included on the same terms and
conditions as any similar securities of the Company and to permit the sale or
other disposition of such Transaction Registrable Securities in accordance with
the intended method(s) of distribution thereof. All holders of Transaction
Registrable Securities proposing to distribute their securities through a
Piggyback Registration that involves an underwriter or underwriters shall enter
into an underwriting agreement in 


 


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customary form with
the underwriter or underwriters selected for such Piggyback Registration.
Notwithstanding Section 2.2 below, no less than 25% of the aggregate
amount of any equity securities to be registered in connection with any proposed
offering by the Company shall be reserved for the registration of the
Transaction Registrable Securities.


 


2.2                                 Reduction of Offering. If the managing underwriter or underwriters for a Piggyback
Registration that is to be an underwritten offering advises the Company and the
holders of Transaction Registrable Securities in writing that the dollar amount
or number of shares of common stock which the Company desires to sell, taken
together with shares of common stock, if any, as to which registration has been
demanded pursuant to written contractual arrangements with persons other than
the holders of Transaction Registrable Securities, the Transaction Registrable
Securities as to which registration has been requested under this provision
(and/or the equivalent provisions of the other Transaction Warrant
Instruments), and the shares of common stock, if any, as to which registration
has been requested pursuant to the written contractual piggyback registration
rights of other shareholders of the Company, exceeds the Maximum
Number of Shares, then the Company shall include in any such
registration:


 


(i)                                     If the registration is undertaken for the Company’s
account: (A) first, the shares of common stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second,
to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the
shares of common stock or other securities, if any, including the Transaction
Registrable Securities as to which registration has been requested pursuant to
the applicable written contractual piggyback registration rights of such
security holders (pro rata in accordance with the number of shares of common
stock which each such person has actually requested to be included in such
registration, regardless of the number of shares of common stock with respect
to which such persons have the right to request such inclusion) that can be
sold without exceeding the Maximum Number of
Shares; and (C) third, to the extent that the Maximum Number of shares has not been
reached under the foregoing clauses (A) and (B), the shares of common stock
(and any other applicable securities) of the Company that the Company is
obligated to register pursuant to Other Warrant Instruments (pro rata in
accordance with the number of shares of common stock which have actually been
requested to be included in such registration, regardless of the number of
shares of common stock with respect to which such requesting persons have the
right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; (D) fourth, to
the extent that the Maximum Number of shares
has not been reached under the foregoing clauses (A), (B), and (C), the shares
of common stock or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual piggyback
registration rights with such persons (pro rata in accordance with the number
of shares of common stock which each such person has actually requested to be
included in such registration, regardless of the number of shares of common
stock with respect to which such persons have the 


 


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right to request such
inclusion) that can be sold without exceeding the Maximum Number of Shares; and


 


(ii)                              If the registration is a “demand” registration
undertaken at the demand of persons other than the holders of Transaction
Registrable Securities or pursuant to contractual arrangements with such
persons, (A) first, the shares of common stock for the account of the
demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second,
to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the
shares of common stock or other securities that the Company desires to sell
that can be sold without exceeding the Maximum
Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the Transaction Registrable
Securities as to which registration has been requested under this provision
(and/or the equivalent provisions of other Transaction Warrant Instruments)
(pro rata in accordance with the number of shares of Transaction Registrable
Securities held by each such holder); and (D) fourth, to the extent that
the Maximum Number of Shares has
not been reached under the foregoing clauses (A), (B) and (C), the shares of
common stock (and any other applicable securities) of the Company that the
Company is obligated to register, if any, as to which registration has been
requested pursuant to Other Warrant Instruments and that can be sold without
exceeding the Maximum Number of Shares;
and (E) fifth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses
(A), (B), (C) and (D), the shares of common stock or other securities for
the account of other persons that the Company is obligated to register, if any,
as to which registration has been requested pursuant to written contractual
arrangements with such persons that can be sold without exceeding the Maximum Number of Shares.


 


2.3                                 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s
request for inclusion of Registrable Securities in any Piggyback Registration
by giving written notice to the Company of such request to withdraw prior to
the effectiveness of the registration statement. The Company (whether on its
own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may also elect to withdraw a
registration statement at any time prior to the effectiveness of the
registration statement. Notwithstanding any such withdrawal, the Company shall
pay all expenses incurred by the holders of Registrable Securities in
connection with such Piggyback Registration.


 


2.4                                 Permitted Delays. The Company shall be entitled to postpone, for up to sixty (60) days,
the filing of any registration statement under this Section 2, if
(a) at any time prior to the filing of such registration statement the
Company’s Board of Directors determines, in its good faith business judgment,
that such registration and offering would materially and adversely affect any
financing, acquisition, corporate reorganization, or other material transaction
involving the Company, and (b) the Company delivers to the holder of the
Transaction Registrable Securities requesting a Piggyback Registration, written
notice thereof within five (5) business days of the date of receipt of
such request for Piggyback Registration.


 


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3.                                      REGISTRATION EXPENSES


 


The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Schedule 6
and shall reimburse the Transaction Demanding Holders for the reasonable fees,
expenses and disbursements of the legal counsel.  Such fees and expenses shall include, without
limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing of
prospectuses and certificates for Warrant Shares to be issued upon exercise of
the Warrants; (iv) all fees and disbursements of counsel to the Company; (v) all
application and filing fees in connection with listing the Warrant Shares on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company. 
The Company shall bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any person, including special experts, retained by the
Company.


 


4.                              INDEMNIFICATION


 


4.1                                 The Company shall defend, protect, indemnify and hold
harmless each Holder of Transaction Registrable Securities covered by any
registration statement, its directors, officers, partners, members, direct or
indirect investors, employees and each person, if any, who controls any such
Holder within the meaning of either the Securities Act or otherwise, and any of
the foregoing persons’ agents or other representatives (collectively referred
to as the “Indemnified Holder Parties”) from
and against any and all losses, claims, damages, actions, causes of action,
suits, costs, penalties, fees, liabilities, joint or several, and expenses in
connection thereof, and including reasonable attorneys’ fees and disbursements
(collectively, the “Liabilities”)
to which any of them may become subject, under the Securities Act or otherwise,
insofar as such Liabilities arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any registration
statement, or in any prospectus, or any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein (in the
case of any prospectus, in the light of the circumstances under which they were
made) not misleading, and will reimburse each such party for any legal or other
expenses reasonably incurred by such party in connection with investigating or
defending any such action or claim; provided, however, that the
Company shall not be liable in any such case to any Indemnified Holder Party to
the extent that any Liabilities arise out of or are based upon Holder
Information (as defined below) provided by or on behalf of such Indemnified
Holder Party.  This indemnity agreement
will be in addition to any liability that the Company may otherwise have.


 


4.2                                 Each Holder, severally and not jointly, agrees to
indemnify and hold harmless the Company, each of its directors and officers and
each person, if any, who controls the Company within the meaning of either the
Securities Act or otherwise (collectively, the “Indemnified
Company Parties”), to the same extent as the foregoing indemnity
from the Company to the Indemnified Holder Parties and shall reimburse each
such 


 


95

















 


Indemnified Company
Party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any Liabilities, but only with
reference to Liabilities that arise out of or are based upon a statement or an
omission or an alleged omission in reliance upon or in conformity with Holder
Information supplied by such Holder.  In
no event shall any Holder be liable or responsible for any amount in excess of
the net proceeds to such Holder as a result of the sale of any securities
pursuant to such registration statement by reason of such untrue or alleged
untrue statement or omission or alleged omission.  This indemnity agreement will be in addition
to any liability that such Holder may otherwise have.


 


5.                                RULES 144 AND 144A


 


The Company covenants
that, if at any time during which any Transaction Registrable Securities that
are represented by certificates that bear a restricted legend remain
outstanding it is subject to an obligation to file reports with the SEC
pursuant to Section 13(a) and 15(d) of the Exchange Act, it
shall use its reasonable best efforts to file such reports in a timely
manner.  If at any time during which any
such “restricted securities” remain outstanding the Company is not required to
file such reports, it will, upon request of any Holder, take such actions as
may be required from time to time to permit sales pursuant to (i) Rule 144A,
or (ii) any similar rules or regulations adopted by the SEC after the
date of this Agreement.  The Company
further covenants that, for as long as any restricted securities remain
outstanding, it will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to
sell such restricted securities without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144, (ii) Rule 144A,
or (iii) any similar rules or regulations adopted by the SEC after
the date of this Agreement.  Upon the
written request of any holder of restricted securities, the Company shall deliver
to such holder a written statement as to whether it has complied with such
requirements.


 


For purposes of this provision, “Registrable Securities” shall mean the
Warrant Shares owned or held by investors prior to the Qualifying IPO in the
United States, or the Warrant Shares acquired pursuant to the exercise of
Warrants  owned or held by  investors prior to the Qualifying IPO in
the United States, provided such shares are eligible for registration under the
Securities Act (for the avoidance of doubt, the holders of Warrants the
exercise of which will result in the investors owning Warrant Shares shall be
deemed to be the holders of Registrable Securities for the purposes of this
Schedule 6).  Registrable Securities include
any warrants, shares of capital stock or other securities of the Company issued
as a dividend or other distribution with respect to or in exchange for or in
replacement of such shares of common stock. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when:
(a) a registration statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such registration
statement; (b) such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; or (c) such
securities shall have ceased to be outstanding.


 


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For
purposes of this provision, “Transaction
Registrable Securities” shall mean the Transaction Warrant Shares
owned or held by investors prior to the Qualifying IPO in the United States, or
the Transaction Warrant Shares acquired pursuant to the exercise of Transaction
Warrants owned or held by investors prior to the Qualifying IPO in the United
States, provided such shares are eligible for registration under the Securities
Act (for the avoidance of doubt, the holders of Transaction Warrants the
exercise of which will result in the investors owning Transaction Warrant
Shares shall be deemed to be the holders of Transaction Registrable Securities
for the purposes of this Schedule 6). 
Transaction Registrable Securities include any warrants, shares of
capital stock or other securities of the Company issued as a dividend or other
distribution with respect to or in exchange for or in replacement of such
shares of common stock. As to any particular Transaction Registrable
Securities, such securities shall cease to be Transaction Registrable
Securities when: (a) a registration statement with respect to the sale of
such securities shall have become effective under the Securities Act and such
securities shall have been sold, transferred, disposed of or exchanged in
accordance with such registration statement; (b) such securities shall
have been otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent public distribution of them shall not require registration under the
Securities Act; or (c) such securities shall have ceased to be
outstanding.


 


For
purposes of this provision, “Holder Information”
with respect to any Holder shall mean information with respect to such Holder
required to be included in any registration statement or the related prospectus
pursuant to the Securities Act and which information is included therein in
reliance upon and in conformity with information furnished to the Company in
writing by such Holder specifically for inclusion therein.


 


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SCHEDULE 7

FORM OF ACCESSION UNDERTAKING


 


To:                              [name of
Administration Agent] as Administration Agent


 


Each other party to the Warrant Instrument (as
defined below)


 


Each Warrant Holder


 


From:                  [proposed Additional Warrant
Guarantor] (“Proposed Additional
Warrant Guarantor”); and





 


Premium Sino Finance Limited as Issuer


 


Date:                    [             ]


 


Instrument constituting
Tranche D warrants to purchase shares in Superport Limited dated
[        ] (as amended and/or
supplemented from time to time, the “Warrant Instrument”) entered into by,
among others, Premium Sino Finance Limited, Superport Limited, International
Petroleum Services Corporation Limited and Mr Liu Qingzeng


 


1.                                 Terms and expressions defined in or construed for the purposes of the
Warrant Instrument shall have the same meaning herein.  This is an Accession Undertaking.


 


2.                                 The Proposed Additional Warrant Guarantor agrees to become party to the
Warrant Instrument as an “Additional Warrant Guarantor” and to be bound by the
terms of the Warrant Instrument as an Additional Warrant Guarantor pursuant to
Clause 14.9.3 of the Warrant Instrument.


 


3.                                 The Proposed Additional Warrant Guarantor is a company duly incorporated
under the laws of [name of relevant
jurisdiction] [with registered number [          ]].


 


4.                                 Each of the Issuer and the Proposed Additional Warrant Guarantor makes
the representations and warranties set out in Clause 13 (Warranties and Undertakings) of the
Warrant Instrument.


 


5.                                 This Accession Undertaking is governed by and shall be construed in
accordance with Hong Kong law.  Clauses
22.2 (Jurisdiction) and 22.3 (Service of proceedings) of the Warrant
Instrument shall apply to this Accession Undertaking mutatis mutandis as if any reference therein to the Warrant
Instrument included a reference to this Accession Undertaking and as if the
Proposed Additional Warrant Guarantor were a Warrant Guarantor.


 


6.                                 This Accession Undertaking may be executed in any number of counterparts
and this has the same effect as if the execution on such counterparts were on a
single copy of this Accession Undertaking.


 


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This
Accession Undertaking is duly executed and delivered as a deed by the Issuer
and the Proposed Additional Guarantor on the date above written, and shall take
effect as a deed poll.


 


THE COMMON SEAL OF


PREMIUM
SINO FINANCE LIMITED


was
hereto affixed


in the presence of:


 


 


(Name of Witness)


 


Name:


 


 


[THE COMMON SEAL OF


[name of Proposed Additional Warrant Guarantor]


was
hereto affixed


in the presence of:


 


 


(Name of Witness)


 


Name:


 


 


[SIGNED, SEALED AND DELIVERED AS 


A DEED by 


[name of Proposed
Additional Warrant Guarantor]


in the presence of:


 


 


(Name of Witness)


 


Name:


 


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