EX-4.5 Form of Warrant of ID Cayman








    Exhibit 4.5



 



    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
    REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN
    ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
    WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
    DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
    STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
    FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
    NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.



 


		
	    Warrant
    No.      
    	      Date of
    Issuance:          ,
    200  
    



 




    WARRANT
    TO PURCHASE

    ORDINARY SHARES

    OF

    SEARCHMEDIA HOLDINGS LIMITED



 



    Searchmedia Holdings Limited, an exempted company organized
    under the laws of the Cayman Islands (the
    “Company”) hereby certifies that
    [ • ], a company organized under the laws
    of [ • ], or its assigns (the “Registered
    Holder”), is entitled, subject to the terms set forth
    below, to purchase from the Company, at any time after the date
    hereof and on or before the Expiration Date (as defined in
    Section 3 below), ordinary shares, par value US$0.0001 per
    share, in the capital of the Company (“Ordinary
    Shares”) at an exercise price equal to
    US$[ • ] per share, as adjusted from time to time
    pursuant to the provisions of this Warrant (the
    “Exercise Price”).



 



    This Warrant is issued pursuant to, and is subject to the terms
    and conditions of, the Plan of Merger, Conversion and Share
    Exchange, dated as
    of          ,
    200  , by and among SearchMedia International Limited,
    the Registered Holder and the other parties thereto (the
    “Share Exchange Agreement”). Capitalized terms
    not otherwise defined in this Warrant shall have the meanings
    attributed to them in the Share Exchange Agreement.



 



    1. Warrant Shares.  Subject to the
    terms and conditions hereinafter set forth, the Registered
    Holder is entitled, upon surrender of this Warrant, to purchase
    from the Company up to [ • ] newly issued
    Ordinary Shares.



 



    2. Exercise Price Adjustments.  The
    Exercise Price shall be subject to adjustment from time to time
    pursuant to Section 7 hereof.



 



    3. Expiration.  Subject to the
    terms and conditions hereinafter set forth, this Warrant (and
    the right to purchase Ordinary Shares upon exercise hereof)
    shall terminate upon the
    [third]1

    anniversary of the Date of Issuance (the “Expiration
    Date”).



 



    4. Method of Exercise; Expenses.



 



    Prior to the Expiration Date, this Warrant may be exercised by
    the Registered Holder, in whole or in part (but not a fraction
    of a share), by:



 



    (a) the surrender of this Warrant, together with a duly
    executed copy of a Notice of Exercise in the form attached as
    Exhibit A hereto, to the Company at its principal
    offices, or at such other office or agency as the Company may
    designate; and



 



    (b) (1) the payment to the Company in full of an
    amount equal to (x) the Exercise Price multiplied by
    (y) the number of Ordinary Shares being purchased, in cash,
    by wire transfer or by check or (2) notice to the Company
    of election of the Net Issue Exercise option set forth in
    Section 5 of this Warrant.



 



    The Company agrees that the Ordinary Shares to be issued
    pursuant to this Warrant shall be issued to the Registered
    Holder and the Registered Holder shall be entered in the
    Company’s register of members on the date on which this
    Warrant shall have been exercised, unless such Warrant exercise
    occurs after the close of business in the place in which the
    Company’s register of members is kept, in which case such
    Registered Holder shall be entered in the Company’s
    register of members on the next business day in such place. The


 

 


    1 Note —

    Warrant term to be conformed as necessary for individual
    warrants.




    

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    Company shall provide the Registered Holder with a true copy of
    the updated register of members of the Company reflecting the
    foregoing, as soon as possible following the date of exercise of
    this Warrant, but in any event within five (5) business
    days of the date of exercise of this Warrant. The Ordinary
    Shares so purchased shall be deemed to be issued to such
    Registered Holder as of the date of entry in the Company’s
    register of members, and the Registered Holder shall be deemed
    for all purposes a member of the Company with respect to such
    Ordinary Shares on such date.



 



    5. Net Issue Exercise.



 



    (a) In lieu of exercising this Warrant in the manner
    provided above in Section 4(b)(1), the Registered Holder
    may elect to receive Ordinary Shares equal to the value of this
    Warrant (or the portion thereof being canceled) by surrender of
    this Warrant at the principal offices of the Company (or at such
    other office or agency as the Company may designate) together
    with notice of such election on the Notice of Exercise appended
    hereto as Exhibit A duly executed by such Registered
    Holder or such Registered Holder’s duly authorized
    attorney, in which event the Company shall issue to such Holder
    a number of Ordinary Shares computed using the following formula:



 


	 	 	 
	

    X =


	
 
	
    Y (A - B)

	
 
	
 
	
    A











 


	 	 	 	 	 
	

    Where


	
 
	
    X =
	
 
	
    The number of Ordinary Shares to be issued to the Registered
    Holder.

	
 
	
 
	
    Y =
	
 
	
    The number of Ordinary Shares purchasable under this Warrant (at
    the date of such calculation).

	
 
	
 
	
    A =
	
 
	
    The fair market value of one Ordinary Share (at the date of such
    calculation).

	
 
	
 
	
    B =
	
 
	
    The Exercise Price (as adjusted to the date of such
    calculation).









 



    For purposes of this Section 5(a), the fair market value of
    an Ordinary Share on the date of calculation shall mean with
    respect to each Ordinary Share:



 



    (b) if the Company’s Ordinary Shares are traded on a
    securities exchange or The Nasdaq Stock Market or actively
    traded over-the-counter:



 



    (A) if the Company’s Ordinary Shares are traded on a
    securities exchange or The Nasdaq Stock Market, the fair market
    value shall be deemed to be the average of the closing prices
    over a thirty (30) day period ending three days before date
    of calculation; or



 



    (B) if the Company’s Ordinary Shares are actively
    traded over-the-counter, the fair market value shall be deemed
    to be the average of the closing bid or sales price (whichever
    is applicable) over the thirty (30) day period ending three
    days before the date of calculation; or



 



    (c) if neither (A) nor (B) is applicable, the
    fair market value per Ordinary Share shall be the highest price
    per share which the Company could obtain on the date of
    calculation from a willing buyer (not a current employee or
    director) for an Ordinary Share sold by the Company, from
    authorized but unissued shares, as determined in good faith by
    the Board of Directors of the Company.



 



    6. Delivery to Holder.  As soon as
    practicable after the exercise of this Warrant in whole or in
    part, the Company at its expense will cause to be issued in the
    name of, and delivered to, the Registered Holder, or as such
    Holder (upon payment by such Holder of any applicable transfer
    taxes) may direct:



 



    (a) a copy of the register of members of the Company
    showing the Ordinary Shares to be issued pursuant to such
    exercise of this Warrant registered in such Holder’s name
    certified by a Director of the Company as will be filed with the
    registrar of the Company, and



 



    (b) in case such exercise is in part only, a new warrant or
    warrants (dated the date hereof) of like tenor, calling in the
    aggregate on the face or faces thereof for the number of
    Ordinary Shares equal




    

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    (without giving effect to any adjustment therein) to the number
    of such shares called for on the face of this Warrant minus the
    number of such shares purchased by the Registered Holder upon
    such exercise as provided in Section 4 above.



 



    7. Adjustments.



 



    (a) Share Splits and Dividends.  If
    the Company’s outstanding Ordinary Shares shall be
    subdivided into a greater number of shares or a dividend in
    Ordinary Shares shall be paid in respect of such Ordinary
    Shares, the Exercise Price in effect immediately prior to such
    subdivision or at the record date of such dividend shall
    simultaneously with the effectiveness of such subdivision or
    immediately after the record date of such dividend be
    proportionately reduced. If the Company’s outstanding
    Ordinary Shares shall be combined into a smaller number of
    shares, the Exercise Price in effect immediately prior to such
    combination shall, simultaneously with the effectiveness of such
    combination, be proportionately increased. When any adjustment
    is required to be made in the Exercise Price, the number of
    Ordinary Shares purchasable upon the exercise of this Warrant
    shall be changed to the number determined by dividing
    (i) an amount equal to the number of shares issuable upon
    the exercise of this Warrant immediately prior to such
    adjustment, multiplied by the Exercise Price in effect
    immediately prior to such adjustment, by (ii) the Exercise
    Price in effect immediately after such adjustment.



 



    (b) Reclassification, Etc.  In case
    there occurs any reclassification or change of the outstanding
    Ordinary Shares of the Company or any reorganization of the
    Company (or any other corporation the shares or securities of
    which are at the time receivable upon the exercise of this
    Warrant) or any similar corporate reorganization on or after the
    date hereof (but not including an “Acquisition” (as
    defined in Section 7(c)(i)), then and in each such
    case the Registered Holder, upon the exercise hereof at any time
    after the consummation of such reclassification, change, or
    reorganization shall be entitled to receive, in lieu of the
    shares or other securities and property receivable upon the
    exercise hereof prior to such consummation, the shares or other
    securities or property to which such Holder would have been
    entitled upon such consummation if such Holder had exercised
    this Warrant immediately prior thereto, all subject to further
    adjustment pursuant to the provisions of this Section 7.
    The foregoing provisions shall similarly apply to successive
    reclassifications, capital reorganizations and other changes of
    outstanding Ordinary Shares, as well as to successive
    consolidations, mergers, transfers or other transactions covered
    herein.



 



    (c) Acquisition.



 



    (i) For the purpose of this Warrant,
    “Acquisition” means any sale, license, or other
    disposition of all or substantially all of the consolidated
    assets of the Company, or any reorganization, consolidation,
    scheme of arrangement, merger of the Company, share exchange,
    transfer of its equity securities or other transaction where the
    holders of the Company’s securities before the transaction
    beneficially own less than 50% of the outstanding voting
    securities of the surviving entity after the transaction.



 



    (ii) Treatment of this Warrant at Acquisition:



 



    (A) Upon the written request of the Company, the Registered
    Holder agrees that, in the event of an Acquisition that is not
    an asset sale, either (a) the Registered Holder shall
    exercise this Warrant and such exercise will be deemed effective
    immediately prior to the consummation of such Acquisition or
    (b) if the Registered Holder elects not to exercise the
    Warrant, this Warrant will expire upon the consummation of such
    Acquisition, provided that a notice of such Acquisition has been
    duly provided to the Registered Holder in accordance with this
    Warrant. The Company shall provide the Registered Holder with
    written notice of its request relating to the foregoing,
    together with any publicly available information that has been
    provided to its holders of Ordinary Shares in connection with
    such contemplated Acquisition, which is to be delivered to the
    Registered Holder not less than fifteen (15) days prior to
    the closing of the proposed Acquisition; provided,
    however, that nothing in this clause (A) shall
    require the Company to disclose information to the Holder prior
    to the date on which such information is publicly disclosed to
    the Company’s shareholders.



 



    (B) Upon the written request of the Company, the Registered
    Holder agrees that, in the event of an Acquisition that is a
    sale of all or substantially all of the consolidated assets of
    the Company, either




    

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    (a) the Registered Holder shall exercise this Warrant and
    such exercise will be deemed effective immediately prior to the
    consummation of such Acquisition or (b) if the Registered
    Holder elects not to exercise the Warrant, this Warrant will
    continue until the Expiration Date (and such Registered Holder
    shall receive the securities and property, including cash, to
    which such holder would have been entitled upon such
    consummation of such sale of assets if such Holder had so
    exercised this Warrant immediately prior thereto, all subject to
    further adjustment thereafter as provided herein). The Company
    shall provide the Registered Holder with written notice of its
    request relating to the foregoing, together with any publicly
    available information that has been provided to its holders of
    Ordinary Shares in connection with such contemplated
    Acquisition, which is to be delivered to the Registered Holder
    not less than fifteen (15) days prior to the closing of the
    proposed Acquisition; provided, however, that
    nothing in this clause (A) shall require the Company to
    disclose information to the Holder prior to the date on which
    such information is publicly disclosed to the Company’s
    shareholders.



 



    (d) Adjustment Certificate.  When
    any adjustment is required to be made in the Ordinary Shares
    issuable pursuant to this Warrant or the Exercise Price pursuant
    to this Section 7, the Company shall promptly mail to the
    Registered Holder a certificate setting forth (i) a brief
    statement of the facts requiring such adjustment, (ii) the
    Exercise Price after such adjustment and (iii) the kind and
    amount of shares or other securities or property into which this
    Warrant shall be exercisable after such adjustment.



 



    8. Transfers.



 



    (a) Unregistered Security.  Each
    holder of this Warrant acknowledges that this Warrant and the
    Ordinary Shares issuable pursuant to this Warrant have not been
    registered under the Securities Act of 1933, as amended (the
    “Securities Act”), and agrees not to sell,
    pledge, distribute, offer for sale, transfer or otherwise
    dispose of this Warrant or any Ordinary Shares issued upon its
    exercise in the absence of (i) an effective registration
    statement under the Act as to this Warrant or such Ordinary
    Shares and registration or qualification of this Warrant or such
    Ordinary Shares under any applicable U.S. federal or state
    securities law then in effect, or, in any case, any applicable
    exemptions therefrom, or (ii) an opinion of counsel,
    reasonably satisfactory to the Company, that such registration
    and qualification are not required. Each certificate or other
    instrument for Ordinary Shares issued upon the exercise of this
    Warrant shall bear a legend substantially to the foregoing
    effect.



 



    (b) Transferability.  Subject to
    the provisions of Section 8(a) hereof and the Share
    Exchange Agreement, this Warrant and all rights hereunder are
    transferable, in whole or in part, upon surrender of the Warrant
    with a properly executed assignment (in the form of
    Exhibit B hereto) at the principal office of the
    Company.



 



    (c) Warrant Register.  The Company
    will maintain a register containing the names and addresses of
    the Registered Holders of this Warrant. Until any transfer of
    this Warrant is made in the warrant register, the Company may
    treat the Registered Holder of this Warrant as the absolute
    owner hereof for all purposes. Any Registered Holder may change
    such Registered Holder’s address as shown on the warrant
    register by written notice to the Company requesting such change.



 



    9. Notices of Certain
    Transactions.  In case:



 



    (a) the Company shall take a record of the holders of its
    Ordinary Shares for the purpose of entitling or enabling them to
    receive any dividend or other distribution, or to receive any
    right to subscribe for or purchase any shares of any class or
    any other securities, or to receive any other right, to
    subscribe for or purchase any shares of any class or any other
    securities, or to receive any other right, or



 



    (b) of any capital reorganization of the Company, any
    reclassification of the capital shares of the Company, any
    Acquisition, or



 



    (c) of the voluntary or involuntary dissolution,
    liquidation or
    winding-up
    of the Company,



 



    then, and in each such case, the Company will mail or cause to
    be mailed to the Registered Holder of this Warrant a notice
    specifying, as the case may be, (i) the date on which a
    record is to be taken for the purpose of such dividend,
    distribution or right, and stating the amount and character of
    such dividend, distribution or right, or (ii) the effective
    date on which such reorganization, reclassification,
    consolidation,




    

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    merger, transfer, dissolution, liquidation,
    winding-up,
    redemption or financing is to take place, and the time, if any
    is to be fixed, as of which the holders of record of Ordinary
    Shares (or such other shares or securities at the time
    deliverable upon such reorganization, reclassification,
    consolidation, merger, transfer, dissolution, liquidation,
    winding-up,
    redemption or conversion) are to be determined; provided,
    however, that nothing in clause (i) or
    clause (ii) of this subsection (c) shall require the
    Company to disclose information to the Holder prior to the date
    on which such information is publicly disclosed to the
    Company’s shareholders. Subject to the proviso in the
    preceding sentence: (x) such notice shall also attach all
    related documents setting forth the major terms and conditions
    of the event specified in such notice and (y) the Company
    shall make sure that such notice is received by the Registered
    Holder at least ten (10) business days prior to the record
    date or effective date for the event specified in such notice.



 



    10. Reservation of Shares.  The
    Company shall at all times when the Warrant is outstanding,
    reserve the maximum number of Ordinary Shares that may be
    issuable pursuant to the terms hereof. If at the time of
    exercise of this Warrant there are insufficient authorized
    Ordinary Shares to permit exercise of this Warrant in part or in
    full, the Company or its successor or assignee shall take such
    corporate action as may be necessary to authorize a sufficient
    number of Ordinary Shares to permit such exercise in part or in
    full, as the case may be, including, without limitation,
    engaging in commercially reasonable efforts to obtain the
    requisite approval of the members of the Company of any
    necessary amendment to the Company’s Memorandum of
    Association
    and/or
    Articles of Association.



 



    11. Exchange of Warrants.  Upon the
    surrender by the Registered Holder of any Warrant or Warrants,
    properly endorsed, to the Company at the principal office of the
    Company, the Company will, subject to the provisions of
    Section 4 hereof, issue and deliver to or upon the order of
    such Holder, at the Company’s expense, a new Warrant or
    Warrants of like tenor, in the name of such Registered Holder or
    as such Registered Holder (upon payment by such Registered
    Holder of any applicable transfer taxes) may direct, calling in
    the aggregate on the face or faces thereof for the number of
    Ordinary Shares called for on the face or faces of the Warrant
    or Warrants so surrendered.



 



    12. Replacement of Warrants.  Upon
    receipt of evidence reasonably satisfactory to the Company of
    the loss, theft, destruction or mutilation of this Warrant and
    (in the case of loss, theft or destruction) upon delivery of an
    indemnity agreement (with surety if reasonably required) in an
    amount reasonably satisfactory to the Company, or (in the case
    of mutilation) upon surrender and cancellation of this Warrant,
    the Company will issue, in lieu thereof, a new Warrant of like
    tenor.



 



    13. Notices.  All notices,
    requests, waivers and other communications made pursuant to this
    Warrant will be in writing, to the appropriate address on the
    signature page hereto, and such notice will be conclusively
    deemed to have been duly given (i) when hand delivered to
    the recipient party; (ii) upon receipt, when sent by
    facsimile with written confirmation of transmission; or
    (iii) the next business day after deposit with a national
    overnight delivery service, postage prepaid, with next business
    day delivery guaranteed. Each Person making a communication
    hereunder by facsimile will promptly confirm by telephone to the
    Person to whom such communication was addressed each
    communication made by it by facsimile pursuant hereto. In
    addition to delivery of notice to a party, copies of such notice
    shall be provided as follows:



 



    If to the Registered Holder, a copy to:



 



    [Name]




    [Address]




    Attention:          




    Facsimile:          




    

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    If to the Company, a copy to:



 



    Latham & Watkins




    41st Floor, One Exchange Square




    8 Connaught Place, Central




    Hong Kong




    Attention: David T. Zhang, Esq.




    Facsimile: +852.2522.7006



 



    14. No Rights as
    Shareholder.  Until the exercise of this
    Warrant, the Registered Holder of this Warrant shall not have or
    exercise any rights by virtue hereof as a shareholder of the
    Company.



 



    15. No Fractional Shares.  No
    fractional Ordinary Shares will be issued in connection with any
    exercise hereunder. In lieu of any fractional shares which would
    otherwise be issuable, the Company shall pay cash equal to the
    product of such fraction multiplied by the fair market value of
    one Ordinary Share on the date of exercise, as determined
    pursuant to the Net Issue Exercise provision contained herein.



 



    16. Amendment or Waiver.  Any term
    of this Warrant may be amended or waived only by an instrument
    in writing signed by the Company and the Registered Holder.



 



    17. Headings.  The headings in this
    Warrant are for purposes of reference only and shall not limit
    or otherwise affect the meaning of any provision of this Warrant.



 



    18. Governing Law.  This Warrant
    shall be governed by, and construed in accordance with, the laws
    of the State of New York regardless of the laws that might
    otherwise govern under applicable principles of conflicts of
    laws thereof.



 



    19. Dispute Resolution.  All
    disputes between the parties arising out of or relating to this
    Warrant will be resolved by mandatory, binding arbitration in
    accordance with this Section 19.



 



    (a) Before any arbitration is commenced pursuant to this
    Section 19, the parties must endeavor to reach an amicable
    settlement of the dispute through friendly negotiations.



 



    (b) If no mutually acceptable settlement of the dispute is
    made within the sixty (60) days from the commencement of
    the settlement negotiation or if any party refuses to engage in
    any settlement negotiation, any party may submit the dispute for
    arbitration.



 



    (c) Any arbitration commenced pursuant to this
    Section 19 will be conducted in Hong Kong under the
    Arbitration Rules of the United Nations Commission on
    International Trade Law by arbitrators appointed in accordance
    with such rules. The arbitration and appointing authority will
    be the Hong Kong International Arbitration Centre
    (“HKIAC”). The arbitration will be conducted by
    a panel of three arbitrators, one chosen by the Ideation
    Representatives, one chosen by the SM Shareholders’
    Representatives and the third chosen by agreement of the two
    selected arbitrators; failing agreement within thirty
    (30) days prior to commencement of the arbitration
    proceeding, the HKIAC will appoint the third arbitrator. The
    proceedings will be confidential and conducted in English. The
    arbitral tribunal will have the authority to grant any equitable
    and legal remedies that would be available in any judicial
    proceeding instituted to resolve a disputed matter, including
    the award of attorneys’ fees against a non-prevailing
    party, and its award will be final and binding on the parties.
    The arbitral tribunal will determine how the parties will bear
    the costs of the arbitration. Notwithstanding the foregoing,
    each party will have the right at any time to immediately seek
    injunctive relief, an award of specific performance or any other
    equitable relief against the other party in any court or other
    tribunal of competent jurisdiction. During the pendency of any
    arbitration or other proceeding relating to a dispute between
    the parties, the parties will continue to exercise their
    remaining respective rights and fulfill their remaining
    respective obligations under this Agreement, except with regard
    to the matters under
    dispute.2




 



    20. Successors and Assigns.  This
    Warrant shall bind and inure to the benefit of the Company and
    its successors and assigns, and the Registered Holder and its
    successors and assigns.


 

 


    2 Note —

    To be substituted for New York or JAMS arbitration for US
    parties.




    

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    21. Taxes on Conversion.  The
    issuance of certificates for Ordinary Shares upon the exercise
    of this Warrant shall be made without charge to the Registered
    Holder exercising this Warrant for any issue or stamp tax in
    respect of the issuance of such certificates, and such
    certificates shall be issued in the respective names of, or in
    such names as may be directed by, the Registered Holder;
    provided, however, that the Company shall
    not be required to pay any tax that may be payable in respect of
    any transfer involved in the issuance and delivery of any such
    certificate in a name other than that of the Registered Holder,
    and the Company shall not be required to issue or deliver such
    certificates unless or until the person or persons requesting
    the issuance thereof shall have paid to the Company the amount
    of such tax or shall have established to the reasonable
    satisfaction of the Company that such tax has been paid.



 



    22. No Impairment.  The Company
    will not, by amendment of its charter or through reorganization,
    consolidation, merger, dissolution, sale of assets or any other
    voluntary action, avoid or seek to avoid the observance or
    performance of any of the terms of this Warrant, but will at all
    times in good faith assist in the carrying out of all such terms
    and in the taking of all such action as may be necessary or
    appropriate in order to protect the rights of the holder of this
    Warrant against impairment.




    

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    [Searchmedia Holdings Limited]



 


			
	 	    By: 
	
    






    Name:




    Title:




    Address:




    [*]




    

    C-8








 







    EXHIBIT A



 




    Notice
    of Exercise 



 



    To: Searchmedia Holdings
    Limited          
    Dated:



 



    The undersigned, pursuant to the provisions set forth in the
    attached Warrant No. «WarrantNo», hereby irrevocably
    elects to
    (a) purchase          ordinary
    shares of the Company, par value US$[0.0001] per share
    (“Ordinary Shares”), as covered by such Warrant and
    herewith makes payment of $     ,
    representing the full purchase price for such Ordinary Shares at
    the price per share provided for in such Warrant, or
    (b) exercise such Warrant
    for          Ordinary
    Shares purchasable under the Warrant pursuant to the Net Issue
    Exercise provisions of Section 5(a) of such Warrant.



 


			
	 	    Signature: 
	
    





 


			
	 	    Name (print): 
	
    





 


			
	 	    Title (if applic.): 
	
    





 


			
	 	    Company (if applic.): 
	
    





 




    EXHIBIT B



 




    ASSIGNMENT
    FORM



 



    FOR VALUE RECEIVED,
              
    hereby sells, assigns and transfers all of the rights of the
    undersigned under the attached Warrant with respect to the
    number
    of          
    as the Ordinary Shares covered thereby set forth below, unto:



 


			
	    Name of
    Assignee	    
    Address/Facsimile Number	     No. of
    Shares     



 


	 	 	 
	

    Dated: ­
    ­


	
 
	
    Signature: ­
    ­

	
 
	
 
	
 

	
 
	
 
	
               ­
    ­










    

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