exv10w4






EXHIBIT 10.4




Employment Agreement




     This Employment Agreement (“Agreement”) is entered into as of July 3, 2007 by and among
Goldbond Capital Holdings Limited (the “Company”), Piper Jaffray Companies (“Piper”), and Ko, Po
Ming (“Executive”).



Background




     A. Executive is a key employee of the Company. Piper is negotiating an Equity Purchase
Agreement with the Company (the “Purchase Agreement”), by which it intends to purchase all shares
of equity ownership in the Company and to continue operating the Company.



     B. The Company wishes to continue the employment of Executive after the consummation and
closing of the Purchase Agreement (the “Closing Date”), subject to the terms and conditions set
forth herein. This Employment Agreement will become effective on the Closing Date and shall
supersede any and all existing employment agreements entered into by the Company or any of its
subsidiaries with Executive.



     C. The Company expects Executive to devote substantial skill and effort to the affairs of the
Company, and the Company desires to recognize the significant personal contribution that Executive
is expected to continue to make to further the best interests of the Company.



     D. It is desirable and in the best interests of the Company to protect confidential,
proprietary and trade secret information of the Company, to prevent unfair competition by former
executives of the Company following separation of their employment with the Company and to secure
cooperation from former executives with respect to matters related to their employment with the
Company.



Agreement




     In consideration of the foregoing premises and the respective agreements of the Company and
Executive set forth below, the parties, intending to be legally bound, agree as follows:



     1. Employment. Executive’s employment under this Agreement shall commence on
the Closing Date and shall continue in effect until March 1, 2011, unless earlier terminated in
accordance with Section 7 of this Agreement. Thereafter, this Agreement shall automatically
terminate, unless extended by written agreement of the parties. The initial term of this
Agreement, and any agreed-upon extension period, shall be referred to as the “Term” of this
Agreement.



     2. Position and Duties. During Executive’s employment under this Agreement,
Executive will have the following position, duties and responsibilities, including participation in
the planning or implementing of any project, program or venture referred to in Section 5:



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     (a) Position with the Company. Executive will serve as Chairman & Chief
Executive Officer of the Company and will perform such duties and responsibilities of an
executive nature or a similar nature as the Company may assign to him from time to time.




     (b) Performance of Duties and Responsibilities. Executive will serve the
Company faithfully and to the best of Executive’s ability and will devote Executive’s full
working time, attention, and efforts to the business of the Company. Executive will follow
applicable policies and procedures adopted by the Company from time to time. Executive will
not engage in other employment or other material business activity, except as approved in
writing by the Company. Executive hereby represents and confirms that Executive is under no
contractual or legal commitments that would prevent him from fulfilling Executive’s duties
and responsibilities as set forth in this Agreement.




     (c) Place of Performance of Duties. Executive’s employment shall be based at
the Company’s principal place of business in Hong Kong, but Executive will be required to
travel outside Hong Kong from time to time in the performance of his duties. 



     3. Compensation. During Executive’s employment under this Agreement,
Executive will be provided with the following compensation and benefits:




     (a) Base Salary. The Company will pay to Executive for services provided
hereunder a monthly base salary of HKD210,000.00, which base salary will be paid in
accordance with the Company’s normal payroll policies and procedures, and which shall be
subject to adjustment if Executive has not worked a complete month for any particular month.
The Company will review annually Executive’s performance between December and February, and
shall thereafter determine any adjustments to Executive’s base salary in its sole discretion
concurrent with Piper’s annual determination of adjustments to the base salaries of
similarly-situated executives.




     (b) PRC Tax. The Company will be responsible for the payment of all tax in the
People’s Republic of China (“China”) on the Executive’s behalf payable in respect of
Executive’s remuneration to the extent that the remuneration is paid to Executive for duties
performed pursuant to this Agreement in China.




     (c) Incentive Compensation. Executive may be entitled to yearly incentive
compensation at the discretion of the Company based on the performance of Piper, the
Company, Executive’s work unit and/or Executive. The Company shall notify Executive
separately of any such incentive compensation.




     (d) Employee Benefits. Executive will be entitled to participate in all
employee benefit plans and programs available to executive employees of the Company in Hong
Kong and to the extent that Executive meets the eligibility requirements for each individual
plan or program. As from the Closing Date, the employee benefit plans in which Executive is
entitled to participate, and the level of benefit under



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the employee benefit plans, shall be
as set out in Attachment 1 to this Agreement. Executive’s participation in any plan or program will be subject to the provisions, rules, and
regulations of, or applicable to, the plan or program. The Company provides no assurance as
to the continuation of any particular employee benefit plan or program.




     (e) Paid Leave. Executive shall be entitled to 20 working days of paid leave
per calendar year in addition to public holidays. Leave is to be taken at such times and
intervals as may be agreed by the Company. Accumulation of leave shall be subject to the
Company’s policy regarding paid holiday time as amended from time to time.




     (f) Business Expenses. The Company will reimburse Executive for all reasonable
and necessary out-of-pocket business, travel, and entertainment expenses incurred by
Executive in the performance of Executive’s duties and responsibilities to the Company,
subject to the Company’s normal policies and procedures for expense verification and
documentation.



     4. Confidential Information. Except as authorized in writing by the Company
or as necessary in carrying out Executive’s responsibilities for the Company, Executive will not at
any time divulge, furnish, or make accessible to anyone or use in any way, any confidential,
proprietary, or secret knowledge or information of the Company or its clients that Executive has
acquired or will acquire about the Company and its clients, whether developed by himself or by
others, concerning (i) any trade secrets, (ii) any confidential, proprietary, or secret designs,
programs, processes, formulae, plans, devices, or material (whether or not patented or patentable)
directly or indirectly useful in any aspect of the business of the Company, (iii) any customer or
supplier lists, (iv) any confidential, proprietary, or secret development or research work, (v) any
strategic or other business, marketing, or sales plans, (vi) any financial data or plans, or (viii)
any other confidential or proprietary information or secret aspects of the business of the Company
or its clients. Executive acknowledges that the above-described knowledge and information
constitute a unique and valuable asset of the Company and represent a substantial investment of
time and expense by the Company, and that any disclosure or other use of such knowledge or
information other than for the sole benefit of the Company would be wrongful and would cause
irreparable harm to the Company. Executive will refrain from intentionally committing any
unauthorized acts that would materially reduce the confidential or proprietary nature of such
knowledge or information to the Company. The foregoing obligations of confidentiality shall not
apply to any knowledge or information that (i) is now or subsequently becomes generally publicly
known, other than as a direct or indirect result of the breach by Executive of this Agreement, (ii)
is independently made available to Executive in good faith by a third party who has not violated a
confidential relationship with the Company, or (iii) is required to be disclosed by law or legal
process. Executive understands and agrees that Executive’s obligations under this Agreement to
maintain the confidentiality of the Company’s confidential information are in addition to any
obligations of Executive under applicable statutory or common law.



     5. Ventures. If, during Executive’s employment with the Company, Executive
participates in the planning or implementing of any project, program, or venture involving the
Company, such participation shall form part of the discharge of his
duties and responsibilities under Section



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2(b) and all rights in such project, program, or venture belong to the Company.
Except as may be agreed in writing between the parties, Executive will not be entitled to any
interest in any such project, program, or venture or to any commission, finder’s fee, or any
compensation other than provided in Section 3. Executive will have no interest, direct or
indirect, in any customer or supplier that conducts business with the Company.



     6. Noncompetition and Nonsolicitation Covenants. In consideration of the
Purchase Agreement, Executive agrees to the following:




     (a) Agreement Not to Compete. During Executive’s employment with the Company
and for a period of twelve consecutive months from and after any termination of Executive’s
employment, regardless of whether such termination is at the instance of Executive or the
Company, Executive will not, directly or indirectly, in any manner or capacity, become
employed by, participate in (as director, stockholder, officer, partner, proprietor or
venturer), render services to (including research or consulting services), or provide advice
or assistance to any entity, person or organization that derives any portion of its revenues
from one or more Prohibited Activities in the Restricted Area. “Prohibited Activities”
means investment banking, securities brokerage, securities trading, sales trading,
investment advisory, investment management, asset management, proprietary trading, or
securities research activities, including, but not limited to, the business activities
performed by any investment bank, sell-side broker dealer, mergers and acquisitions or
strategic advisory firm, merchant bank, hedge fund, private equity firm, venture capital
firm, asset manager and investment advisory firm. “Restricted Area” means the People’s
Republic of China (including Hong Kong Special Administrative Region and Macau Special
Administrative Region), Taiwan and any location outside of the People’s Republic of China
and Taiwan in which Executive has performed service on behalf of the Company or its
subsidiaries in the twelve months preceding Executive’s last day of employment with the
Company or its subsidiaries (as the case may be).




This Section 6(a) shall not, and shall not be construed to, prohibit Executive from:




	 	(i)	 	managing Executive’s own personal investment
portfolio following Executive’s termination of employment with the
Company;
	 
	 	(ii)	 	ownership by Executive, as a passive investment,
of less than 5% of the issued shares of capital stock of any corporation
listed on a national securities exchange or publicly traded in the
over-the-counter market;
	 
	 	(iii)	 	accepting employment with an entity that derives
a portion (not more than 25%) of its revenues from Prohibited Activities
so long as employment is with an affiliate or division that does not
derive any portion of its revenue from Prohibited Activities and
Executive is not rendering any service of any kind to the affiliate or
division that does derive revenue from Prohibited Activities; and




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	 	(iv)	 	in the event, and only in the event, that
Executive’s employment with the Company is terminated by the Company
without Cause or by Executive with Good Reason, then Executive shall not
be prohibited from becoming employed by, participating in (as director,
stockbroker, officer, partner, proprietor or venturer), or rendering
services (including research or consulting services) advice or
assistance to, any entity, person or organization in any country that
engages in asset management and/or private equity investment and/or
venture capital investment and/or proprietary trading activities, so
long as such entity, person or organization does not engage in any other
Prohibited Activities.






     (b) During Executive’s employment with the Company and for a period of eighteen
consecutive months from and after any termination of Executive’s employment, regardless of
whether such termination is at the instance of Executive or the Company, Executive will not
hire or offer to hire or entice away or in any other manner persuade or attempt to persuade,
either in an individual capacity or as agent for another, any of the officers, employees or
agents of Piper, the Company, or any of their subsidiaries to discontinue their relationship
with Piper, the Company, or any of their subsidiaries or divert or attempt to divert from
Piper, the Company, or any of their subsidiaries any business whatsoever by influencing or
attempting to influence any customer or client of Piper, the Company, or any of their
subsidiaries who was at any time during the period of 36 months prior to the date of
termination of the Executive’s employment with the Company a customer or client of Piper,
the Company or any of their subsidiaries.




     (c) Severability. If the duration of, the scope of, or any business activity
covered by, or any other parts of this Section 6 is held to be invalid or unenforceable,
then such part shall (so far as it is invalid or unenforceable) be given no effect and shall
be deemed not to be included in this Agreement but without invalidating any of the remaining
parts of this Section 6. Executive hereby acknowledges that this Section 6 will be
construed so that its provisions are valid and enforceable to the maximum extent, not
exceeding its express terms, possible under applicable law.




     (d) No Adequate Remedy at Law. Executive hereby acknowledges that the
provisions of this Section 6 are reasonable and necessary to protect the legitimate
interests of the Company and that any violation of this Section 6 by Executive will cause
substantial and irreparable harm to the Company to such an extent that monetary damages
alone would be an inadequate remedy therefor. Accordingly, in the event of any actual or
threatened breach of any such provisions, the Company will, in addition to any other
remedies it may have, be entitled to injunctive and other equitable relief to enforce such
provisions, and such relief may be granted without the necessity of proving actual monetary
damages.



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     7. Termination of Employment.




     (a) Executive’s employment with the Company under this Agreement will terminate upon:




     (i) Expiration of the Term;




     (ii) The Company providing to Executive not less than one month’s prior notice
in writing of the termination of Executive’s employment or payment of salary in lieu
thereof;




     (iii) Executive providing to the Company not less than one month’s prior notice
in writing of the termination of Executive’s employment, provided that the Company
may in such circumstances allow or demand Executive to terminate his employment
immediately without remaining employed for the entire notice period;




     (iv) Executive’s failure to become or remain a licensed person under the
Securities and Futures Ordinance, Cap. 571, Laws of Hong Kong for the regulated
activities of the Company in respect of which Executive was employed;




     (v) The Company providing to Executive immediate notice of Executive’s
termination to the extent allowed in accordance with Section 9(1) of the Employment
Ordinance, Cap. 57, Laws of Hong Kong, or by Executive providing to the Company
immediate notice to the extent allowed in accordance with section 10 of the
Employment Ordinance, Cap. 57, Laws of Hong Kong;




     (vi) Executive’s Disability; or




     (vii) Executive’s death.




     (b) The date upon which Executive’s termination of employment with the Company is
effective is the “Termination Date.”



     8. Payments upon Termination of Employment.




     (a) Termination Without Cause or For Good Reason. If prior to the expiration
of the Term, Executive’s employment with the Company is terminated (i) by the Company for
any reason other than for Cause or (ii) by Executive for Good Reason, then, in addition to
such base salary and incentive compensation that has been earned but not paid to Executive
as of the Termination Date, the Company will pay to Executive severance pay in the aggregate
amount equal to Executive’s then-current annual base salary, payable in equal installments
on the Company’s regular payroll schedule over a twelve-month period following the
Termination Date, less any payment of salary in lieu of notice made by the Company pursuant
to Section 7(a)(ii).



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     (b) Other Termination. If prior to the expiration of the Term, Executive’s
employment with the Company is terminated by reason of:




     (i) Executive’s abandonment of Executive’s employment or resignation for any
reason other than Good Reason;




     (ii) termination of Executive’s employment by the Company for Cause; or




     (iii) Executive’s death or Disability,




then the Company will pay to Executive, or Executive’s beneficiary or Executive’s estate, as
the case may be, such base salary and incentive compensation that has been earned but not
paid to Executive as of the Termination Date.




     (c) Cause. “Cause” hereunder means:




     (i) Executive’s commission of any act constituting a crime (including a
misdemeanor) or guilty of nolo contendre plea with respect thereto that, in the
Company’s determination, affects Executive’s fitness to perform his duties with the
Company;




     (ii) any intentional and/or willful act of fraud or dishonesty by Executive
related to or connected with Executive’s employment by the Company or otherwise
likely to cause material harm to the Company or its reputation;




     (iii) the willful and/or continued failure, neglect, or refusal by Executive
to perform Executive’s employment duties with the Company or to fulfill Executive’s
fiduciary responsibilities to the Company, which failure, neglect or refusal has not
been cured by Executive within 15 days after written notice thereof to Executive
from the Company;




     (iv) a material violation by Executive of the Company’s policies or codes of
conduct;




     (v) Executive’s engagement in conduct that, in the Company’s determination,
exposes the firm to a real threat of or actual civil or regulatory liability, or to
significant injury to its reputation;




     (vi) Executive’s failure to become or remain a licensed person under the
Securities and Futures Ordinance, Cap. 571, Laws of Hong Kong for the regulated
activities of the Company in respect of which Executive was employed; or




     (vii) the willful and/or material breach of this Agreement by Executive.



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     (d) Disability. “Disability” hereunder means the inability of Executive to
perform on a full-time basis the duties and responsibilities of Executive’s employment with
the Company by reason of Executive’s illness or other physical or mental impairment or
condition, if such inability continues for an uninterrupted period of 120 days or more
during any 180-day period. A period of inability is “uninterrupted” unless and until
Executive returns to full-time work for a continuous period of at least 30 days.




     (e) Good Reason. “Good Reason” hereunder means:




     (i) the assignment of Executive without Executive’s consent to a position with
material responsibilities or duties of a lesser status or degree than Executives
then-existing position with the Company;




     (ii) the relocation of Executive’s principal office for Company business,
without Executive’s consent, to a location outside Hong Kong; or




     (iii) material breach by the Company of any terms or conditions of this
Agreement, which breach has not been caused by Executive and which has not been
cured by the Company within 15 days after written notice thereof to the Company from
Executive; or




     (iv) a sale or disposition of all or substantially all of the assets or equity
interests of the Company to a person or entity other than Piper or a subsidiary or
affiliate of Piper (excluding any change of control transaction resulting in the
sale or disposition of all or substantially all of the assets or equity interests of
Piper) (hereinafter “Change of Control”) provided that Executive terminates
employment within twelve months following any such Change of Control.




     (f) Other Obligations. In the event of termination of Executive’s employment,
the sole obligation of the Company under this Agreement will be its obligation to make the
payments called for by Sections 8(a) or 8(b) hereof, as the case may be, and the Company
will have no other obligation to Executive or to Executive’s beneficiary or Executive’s
estate, except as otherwise provided by law or by the terms of any employee benefit plans or
programs, or of any incentive compensation or stock ownership plans, then maintained by the
Company in which Executive participates.




     (g) Conditions. Notwithstanding the foregoing provisions of this Section 8 and
to the extent it is valid and enforceable under the laws of Hong Kong, the Company will not
be obligated to make any payments to Executive under Section 8(a) hereof unless: Executive
has signed a release of claims in favor of the Company and its affiliates and related
entities, and their directors, officers, insurers, employees and agents, in a form
prescribed by the Company; all applicable rescission periods provided by law for releases of
claims shall have expired and Executive shall have signed and not rescinded the release of
claims; and Executive is in strict compliance with the terms of this Agreement as of the
dates of such payments.



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     9. Governing Law. This Agreement and the relationship between the
parties shall be governed by the laws of Hong Kong, without giving effect to choice-of-law
principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or
the breach, termination, or invalidity hereof, shall be settled by arbitration in accordance with
the UNCITRAL Arbitration Rules in force as of the date of this Agreement and as may be amended from
time to time. The appointing authority shall be the Hong Kong International Arbitration Centre.
The place of arbitration shall be in Hong Kong at the Hong Kong International Arbitration Centre.
There shall be three arbitrators. The language to be used in the arbitration proceedings shall be
English. Any such arbitration shall be administered by the Hong Kong International Arbitration
Centre in accordance with its Procedures for Arbitration in force as of the date of this Agreement
and as may be amended from time to time. The parties agree that the arbitral award will be final
and binding. Notwithstanding the foregoing, this Section 9 shall not preclude either party hereto
from pursuing a court action for the sole purpose of obtaining an interlocutory injunction, a
preliminary injunction, or other injunctive relief in circumstances in which such relief is
appropriate. Each party consents to service of process in the manner and to the address for such
party provided in Section 11(j).



     10. Other Post-Termination Obligations.




     (a) Immediately upon termination of Executive’s employment with the Company for any
reason, Executive will resign all positions then held as a director or officer of the
Company and of any subsidiary, parent or affiliated entity of the Company.




     (b) Upon termination of Executive’s employment with the Company, Executive shall
promptly deliver to the Company any and all Company records (including records relating to
the Company’s clients) and any and all Company property in Executive’s possession or under
Executive’s control, including without limitation manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes,
source codes, data, tables or calculations and all copies thereof, documents that in whole
or in part contain any trade secrets or confidential, proprietary or other secret
information of the Company and all copies thereof, and keys, access cards, access codes,
passwords, credit cards, personal computers, telephones and other electronic equipment
belonging to the Company.




     (c) Following termination of Executive’s employment with the Company for any reason,
Executive will, upon reasonable request of the Company or its designee, cooperate with the
Company in connection with the transition of Executive’s duties and responsibilities for the
Company, consult with the Company regarding business matters that Executive was directly and
substantially involved with while employed by the Company, provided that such consultation
does not unreasonably interfere with Executive’s new employment or Executive’s search for
new employment; and be reasonably available, with or without subpoena, to be interviewed,
review documents or things, give depositions, testify, or engage in other reasonable
activities in connection with any litigation or investigation, with respect to matters that
Executive then has or may have knowledge of by virtue of Executive’s employment by or
service to the



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Company or any related entity, to the extent that doing so does not unreasonably interfere
with Executive’s new employment or search for new employment.



     11. Miscellaneous.




     (a) Withholdings. The Company may withhold from any amounts payable under this
Agreement such income and employment taxes and other withholdings as the Company shall
determine are required to be withheld pursuant to any applicable law or regulation.




     (b) Entire Agreement. This Agreement contains the entire agreement of the
parties relating to Executive’s employment with the Company and supersedes all prior
agreements and understandings with respect to such subject matter (including all existing
employment agreements entered into by the Company with Executive), and the parties hereto
have made no agreements, representations, or warranties relating to the subject matter of
this Agreement that are not set forth herein.




     (c) No Violation of Other Agreements. Executive hereby represents and agrees
that neither (i) Executive’s entering into this Agreement nor (ii) Executive’s carrying out
the provisions of this Agreement, will violate any other agreement (oral, written, or other)
to which Executive is a party or by which Executive is bound.




     (d) Assignment. This Agreement shall not be assignable, in whole or in part,
by either party without the written consent of the other party, except that the Company may,
without the consent of Executive, assign or second Executive to any subsidiary or affiliate
of Piper (“Affiliate”) to perform services hereunder on the same or substantially similar
terms as under this Agreement. If the Affiliate is an entity in which Piper and/or its
subsidiaries has at least a 50% ownership interest, such assignment shall be automatic and
the Affiliate shall be deemed the “Company” for purposes of this Agreement. If the
Affiliate is an entity in which Piper and/or its subsidiaries does not have at least a 50%
ownership interest, then the Company, Executive, and the Affiliate, must enter into a
novation agreement deeming the Affiliate to be the “Company” for purposes this Agreement
before the Affiliate may assume the rights and obligations of the Company hereunder.




     (e) Amendments. No amendment or modification of this Agreement will be
effective unless made in writing and signed by the parties hereto.




     (f) Counterparts. This Agreement may be executed by facsimile signature and in
any number of counterparts, and such counterparts executed and delivered, each as an
original, will constitute but one and the same instrument.




     (g) Severability. Subject to Section 6(c) hereof, to the extent that any
portion of any provision of this Agreement is held invalid or unenforceable, it will be
considered deleted herefrom and the remainder of such provision and of this Agreement will
be unaffected and will continue in full force and effect.



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     (h) Survival. The provisions of this Agreement that by their terms or
implication extend beyond the Term shall survive the termination or expiration of the Term
and termination of Executive’s employment with the Company for any reason.




     (i) Captions and Headings. The captions and paragraph headings used in this
Agreement are for convenience of reference only and will not affect the construction or
interpretation of this Agreement or any of the provisions hereof.




     (j) Notices. Any notice, request, demand and other communication under this
Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of
service if served personally on the party to whom notice is to be given, (ii) on the day of
transmission if sent by facsimile to the facsimile number given below, and electronic
printed confirmation of receipt is obtained promptly after completion of transmission, (iii)
on the second day after delivery to a reputable international courier. If the day on which
a notice or other communication is deemed given under this Section 11(j) is not a business
day, then such notice or other communication shall instead be deemed given on the next
business day. Such notices, requests, demands, and other communications shall be addressed
to the parties as follows:


(1) If to the Company:



Piper Jaffray Companies



800 Nicollet Mall, Suite 800

Minneapolis, MN 55402

United States of America

Attention: General Counsel

Fax: 612-303-8199



with a copy to:



Faegre & Benson LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402

United States of America

Attention: Michael A. Stanchfield

Fax: 612-766-1600




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(2) If to Executive:



Ko, Po Ming

 Flat D1, 11F.

Block D, Evergreen Villa

43 Stubbs Road

Hong Kong




[SIGNATURE PAGE TO FOLLOW]




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     IN WITNESSS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 	 	 	 	 
	Signed and delivered by	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	As authorised representative for
and on behalf of	 	 	)	 	 	 	 	 
	GOLDBOND CAPITAL HOLDINGS LIMITED	 	 	)	 	 	 	 	/s/ Ko Po Ming
	 

	 	 	 	 	 	 	 	 	 	 
	in the presence of:	 	 	)	 	 	Title:	 	Chairman and CEO
	 	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Wong Stacey Martin	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name:

	 	Wong Stacey Martin	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signed and delivered by	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	KO, PO MING	 	 	)	 	 	 	 	/s/ Ko Po Ming
	in the presence of:	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Wong Stacey Martin	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name:

	 	Wong Stacey Martin	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signed and delivered by	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	 	 	 
	As authorised representative for
and on behalf of	 	 	)	 	 	 	 	 
	PIPER JAFFRAY COMPANIES	 	 	)	 	 	 	 	/s/ Andrew Duff
	in the presence of:	 	 	)	 	 	Title:	 	Chairman and CEO
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Sara E. Gross Methner	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name:

	 	Sara E. Gross Methner	 	 	 	 	 	 	 	 







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