Page 2**Dealings**2. We undertake to SKT that before the Offer lapses in accordance with its terms or until thisletter lapses in accordance with its terms, we will not sell, transfer, charge, encumber, grant anyoption over or otherwise dispose of any interest in (i) any Netcom BVI Shares or (ii) any othershares or securities in the Company issued or unconditionally allotted to us or otherwise acquiredby us (the ***Further Netcom BVI Shares***).3. We undertake that we will not, directly or indirectly, solicit or encourage any person take anyaction which is or may be prejudicial to the successful approval of the Share Repurchase and theShare Repurchase Agreement by the shareholders of the Company at the EGM or which would or may havethe effect of preventing any of the conditions of the Offer from being fulfilled.**Undertaking to Vote in Favour of the Share Repurchase**4. We undertake that we will exercise all voting rights attached to the Netcom BVI Shares and anyFurther Netcom BVI Shares to vote in favour of all resolutions to approve the Share Repurchase andthe Share Repurchase Agreement and any related matters necessary for the Company to execute,deliver and perform its obligations under the Share Repurchase Agreement proposed at the EGM, or atany adjournment of any such meeting.**Time of the Essence**5. Any time, date or period mentioned in this letter may be extended by mutual agreement but asregards any time, date or period originally fixed or as extended, time shall be of the essence.**Lapse**6. This letter shall lapse and each party shall have no obligations hereunder:     (a) if the Share Repurchase and the Share Repurchase Agreement are not approved at the EGM; or     (b) if the Offer lapses in accordance with its terms.If this letter lapses in accordance with **paragraph 6**, we shall have no claim against SKT and SKTshall not have any claim against us pursuant to this letter.**Specific Performance**7. If we fail to comply with the undertaking set out in **paragraph 4**or we breach any of our otherobligations under this letter, damages would not be an adequate remedy and accordingly, SKT shallbe entitled to the remedy of specific performance, injunction and other equitable relief.**Counterparts**8. This letter may be executed in any number of counterparts and by the parties to it on separatecounterparts, each of which is an original but all of which together constitute one and the sameinstrument.
 

 
Page 3**Governing Law and Jurisdiction**9. The terms of this letter shall be governed by and construed in accordance with the laws of theHong Kong and the parties submit to the exclusive jurisdiction of the Hong Kong courts for allpurposes in connection with this letter and waive any objections to the jurisdiction of thosecourts and irrevocably agree that a judgment or order of the Hong Kong courts in connection withthis letter is conclusive and binding on it and may be enforced against it in the courts of anyother jurisdiction.10. We shall each at all times maintain an agent for service of process and any other documents inproceedings in Hong Kong or any other proceedings in connection with this letter.Yours faithfullyFor and on behalf of