Amended and Restated Shareholders!| Deed



 Exhibit 4.9 
 AMENDED AND RESTATED 
 SHAREHOLDERS’ DEED 
 RELATING TO 
 MELCO PBL ENTERTAINMENT

 (MACAU) LIMITED 
 MELCO LEISURE AND ENTERTAINMENT GROUP LIMITED 
 MELCO INTERNATIONAL DEVELOPMENT LIMITED 
 PBL ASIA INVESTMENTS LIMITED 
 PUBLISHING AND BROADCASTING LIMITED 
 MELCO PBL ENTERTAINMENT (MACAU) LIMITED 
  







 CONTENTS 
  

					
	 1.
	  	THE DICTIONARY	  	2
			
	 2.
	  	THE COMPANY	  	2
			
	 3.
	  	BOARD OF DIRECTORS	  	3
			
	 4.
	  	GROUP COMPANIES	  	3
			
	 5.
	  	SHAREHOLDER OBLIGATIONS	  	4
			
	 6.
	  	CONFIDENTIALITY	  	4
			
	 7.
	  	DISPOSAL OF SHARES	  	5
			
	 8.
	  	EVENTS OF DEFAULT	  	13
			
	 9.
	  	EXCLUSIVITY	  	17
			
	 10.
	  	JOINT VENTURES IN THE TERRITORY	  	19
			
	 11.
	  	MELCO GUARANTEE, INDEMNITY AND UNDERTAKING	  	19
			
	 12.
	  	PBL GUARANTEE, INDEMNITY AND UNDERTAKING	  	21
			
	 13.
	  	NOTICE FROM A REGULATORY AUTHORITY	  	24
			
	 14.
	  	DISPUTE RESOLUTION	  	26
			
	 15.
	  	RELATIONSHIP BETWEEN PARTIES	  	27
			
	 16.
	  	POWERS OF ATTORNEY	  	27
			
	 17.
	  	WARRANTIES	  	27
			
	 18.
	  	TAX, COSTS AND EXPENSES	  	28
			
	 19.
	  	GENERAL	  	28
		
	 ATTACHMENT A DICTIONARY
	  	1
		
	 ATTACHMENT B PRINCIPLES FOR DETERMINATION OF FAIR MARKET VALUE
	  	10
		
	 ATTACHMENT C DEED POLL
	  	11








 DATE: 11th
 December 2006 
 PARTIES 
  

	1.	MELCO LEISURE AND ENTERTAINMENT GROUP LIMITED an international business company incorporated under the laws of the British Virgin Islands of Akara Building, 24 De Castro
Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (MelcoSub) 

  

	 2.
	 MELCO INTERNATIONAL DEVELOPMENT LIMITED a company incorporated under the laws of Hong Kong of 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong (Melco) 


  

	3.	PBL ASIA INVESTMENTS LIMITED an exempted company incorporated under the laws of the Cayman Islands of Walker House, Mary Street, P O Box 908GT, George Town, Grand Cayman,
Cayman Islands (PBLSub) 

  

	4.	PUBLISHING AND BROADCASTING LIMITED (ACN 009 071 167) a company incorporated under the laws of Western Australia of Level 2, 54 Park Street, Sydney NSW 2000
(PBL) 

  

	5.	MELCO PBL ENTERTAINMENT (MACAU) LIMITED an exempted company incorporated under the laws of the Cayman Islands of Walker House, Mary Street, P O Box 908GT, George Town, Grand
Cayman, Cayman Islands (Company) 

 WHEREAS 
  

	(A)	The Company was established as a joint venture between MelcoSub and PBLSub and is now listed on the NASDAQ (NASDAQ:MPEL) and engaged in the business of owning and operating gaming
projects in Macau, S.A.R. 

  

	(B)	Melco, PBL, MelcoSub, PBLSub and the Company now enter this Deed for the purpose of regulating the relationship between the parties hereto. 








 THE PARTIES AGREE 
 1.
THE DICTIONARY 
 1.1 Dictionary  
 The Dictionary in
Attachment A: 
  

	(a)	defines some of the capitalised terms used in this Deed; and 

  

	(b)	sets out rules of interpretation which apply to this Deed. 

 2. THE
COMPANY 
 2.1 Nature of Business  
 The Company is a
developer, owner and operator of casino gaming and entertainment resort facilities focused exclusively on the rapidly expanding market in the Territory. 
 2.2 Name of Company  
 The Company will be known as Melco PBL Entertainment (Macau) Limited or by such other name as the Board may determine.

 2.3 Term of Deed  
 This Deed will continue until
terminated: 
  

	(a)	in accordance with this Deed; or 

  

	(b)	by written agreement among the parties; or 

  

	(c)	if a Shareholder (or the Permitted Transferees of such Shareholder) cease to hold any Shares in the Company (otherwise than by reason of a Disposal in breach of the terms of this
Deed). 

 2.4 Exercise of Powers  
 Each
Shareholder agrees to take all reasonable steps which are within its power and are necessary to procure that: 
  

	(a)	its voting rights as a Shareholder in the Company; and 

  

	(b)	the voting rights of each Director nominated by it to the Board, subject to the fiduciary and legal duties of such Directors, are exercised in a manner to ensure that the Company
acts in conformity with this Deed. In addition, each Shareholder must ensure that each Director it appoints complies with this Deed and does all things necessary or desirable to give effect to this Deed. 

  

 2 








 3. BOARD OF DIRECTORS 
 3.1 Number of Directors and Independent Director  
 Unless and until otherwise determined by the Board, the number of persons to be appointed
to the Board (excluding for this purpose, alternate Directors) shall be ten, of whom four shall be independent non-executive Directors. 
 3.2 Appointment
and Removal of Directors by Shareholders  
 Each of MelcoSub and PBLSub may nominate up to 3 Directors from time to time and shall vote in favour of the
appointment of Directors nominated by the other to the Board and shall not vote in favour of the removal of any Director so nominated by the other unless agreed otherwise by both MelcoSub and PBLSub. 
 3.3 Change to Number of Directors  
 If the number of Directors to be
appointed to the Board shall be increased, then unless otherwise agreed by both MelcoSub and PBLSub, each of MelcoSub and PBLSub shall cause the number of Directors nominated and appointed by them pursuant to clause 3.2 to increase so that not less
than 60 per cent of the Directors appointed to the Board from time to time shall be nominated and appointed by the Shareholders (and between themselves, each shall nominate and appoint Directors in accordance with their respective Proportionate
Share). In addition, each of MelcoSub and PBLSub shall procure that the number of Directors appointed to the Board (excluding for this purpose, alternate Directors) shall not be less than ten, unless agreed otherwise by both MelcoSub and PBLSub.

 4. GROUP COMPANIES 
 4.1 Group Companies 

 Each of Melco, MelcoSub, PBL and PBLSub shall exercise its voting power to procure that each Group Company (other than the Company) shall act consistently
and in accordance with the determinations and directions made by the Board. 
  

 3 








 5. SHAREHOLDER OBLIGATIONS 
 5.1 General Obligations  
 Each Shareholder will: 
  

	(a)	act in good faith to the other Shareholder in any transaction relating to the Company; and 

  

	(b)	in the light of their respective interests in the share capital of Melco PBL Gaming, use all reasonable efforts to ensure and maintain their suitability in accordance with
applicable laws and regulations of Macau S.A.R. and the terms of the Subconcession. 

 6. CONFIDENTIALITY 
 None of Melco, MelcoSub, PBL and PBLSub may disclose any Confidential Information to any person, except: 
  

	(a)	as a media announcement in the form agreed between the parties; 

  

	(b)	to its officers, employees, professional advisers, auditors or consultants, to the extent that person requires the information for the purposes of performing their respective
functions; 

  

	(c)	as required by the Securities Acts or other applicable law or regulatory authority (including gaming regulatory authorities), applicable Stock Exchange or the Listing Rules, after
first consulting with the other parties about the form and content of the disclosure; or 

  

	(d)	if a party is required to do so in connection with legal proceedings relating to this Deed, or relating to any agreement to which that person is a party, PROVIDED THAT, except where
the legal proceedings are taken by one party against another party, each other party is first consulted, and is given a reasonable opportunity to assert any right and privilege, confidentiality, or any other right which may prevail, over that
party’s duty of disclosure, 

 and must use its best endeavours to ensure the Confidential Information (unless disclosed under clauses
6(a)-(d)) is kept confidential. 
  

 4 








 7. DISPOSAL OF SHARES 
 7.1 No Disposal of Shares  
  

	(a)	Except for a transfer to a Permitted Transferee in accordance with clauses 7.1(b) and (c) below or a transfer in accordance with the provisions of clause 7.2, clause 8 or
clause 13, each Shareholder must: 

  

	 	(i)	not create any Security Interest or agree or offer to create any Security Interest, in its Shares; and 

  

	 	(ii)	not Dispose or agree to Dispose of any of its Shares, or do or omit to do any act if the act or omission would have the effect of Disposing of any of its Shares


 except pursuant to and in the manner allowed by the further provisions of this clause 7 PROVIDED THAT no Disposal shall be
made by any Shareholder if such Disposal is a Substantial Disposal, unless otherwise agreed by the Shareholders. The restrictions on Disposal and the undertakings regarding Disposal under this clause 7 shall apply between the Shareholders whether or
not relevant Shares are exempted securities or restricted securities for the purposes of the 1933 Securities Act and whether or not the Disposal would be an exempted transaction for the purposes of the 1933 Securities Act or otherwise made in
compliance with the provisions of the 1933 Securities Act. 
  

	(b)	Subject to clause 7.1(c), a Shareholder may transfer all of its Shares at any time to a Permitted Transferee and the provisions of clauses 7.2 to 7.6 shall not apply to such a
transfer. 

  

	(c)	It is a condition of a transfer to a Permitted Transferee (which condition shall be set out in the Deed Poll entered into by the Permitted Transferee pursuant to clause 7.8) that if
the Permitted Transferee ceases to be a Wholly-Owned Subsidiary of the transferring Shareholder, PBL or Melco (as the case may be) it must transfer the Shares the subject of the transfer under clause 7.1(b) and all other Shares of such Permitted
Transferee to the transferring Shareholder or another of the transferring Shareholder’s Permitted Transferees within 5 Business Days of the date of the Permitted Transferee ceasing to be a Wholly-Owned Subsidiary of the transferring
Shareholder, PBL or Melco with the intent that if a Permitted Transferee ceases to be a Permitted Transferee, it is required to transfer all of its Shares. The failure of the Permitted Transferee to comply fully with this clause 7.1(c) is an Event
of Default. 

  

 5 








 7.2 Disposal of Shares of 1 per cent in 3 month period  
  

	(a)	Subject to clause 7.2(b) and any “lock up” arrangements entered into with underwriters in connection with the Company’s initial public offering, provided that the
Other Shareholder is given two Business Days’ prior written notice of such intended Disposal and that such Disposal is effected within five Business Days of the date of such notice (and, if applicable, such Disposal is made in accordance with
Rule 144(e)(2) of the 1933 Securities Act), 

  

	 	(i)	a Shareholder may from time to time Dispose of Shares representing up to 1 per cent of the outstanding issued Shares of the Company when taken together with Disposals of Shares
by the relevant Shareholder in the preceding 3 month period; and 

  

	 	(ii)	Melco or MelcoSub may Dispose of Shares (whether by distribution in specie or otherwise) on or around the time of the initial public offering of the Company’s Shares on NASDAQ,
as part of an assured entitlement distribution to their respective shareholders. 

  

	(b)	Clause 7.2(a) shall not apply to permit a Disposal if: 

  

	 	(i)	such Disposal will result in a Material Disposal; or 

  

	 	(ii)	such Disposal will, for the avoidance of doubt, result in a Substantial Disposal. 

 7.3 Notice of Proposed Sale  
  

	(a)	A Shareholder who wants to Dispose of any Shares (other than a transfer in accordance with clause 7.1 (b) or (c), 7.2(a) or clauses 8 or 13) shall consult with the Other
Shareholder in good faith at the earliest reasonable opportunity and must only effect a Disposal by a transfer of all the legal and beneficial interest in such Shares. Further, such Shareholder shall serve a written notice (“Notice of
Proposed Sale”) to the Other Shareholder of such intention to effect a Disposal specifying: 

  

	 	(i)	number: the number of Sale Shares proposed to be Disposed; 

  

 6 









	 	(ii)	price: the sale price in cash per Sale Share in US dollars; 

  

	 	(iii)	terms: any other financial terms which deal with the payment of money in relation to the proposed Disposal; and 

  

	 	(iv)	changes in shareholding: whether the proposed disposal of Sale Shares will result in a Material Disposal or a Substantial Disposal; and 

  

	 	(v)	option: that the Other Shareholder has an option to either (i) give a Notice to Purchase to the Seller pursuant to clause 7.4 for buying from the Seller that number of
Sale Shares, on the terms set out in the Notice of Proposed Sale, or (ii) give a Tag Along Notice to the Seller pursuant to clause 7.6 for selling up to half of that number of Sale Shares to a third party buyer, as part of the proposed
Disposal. The Other Shareholder shall as soon as reasonably practicable and, in any event, within the Acceptance Period exercise either option set out in this clause 7.3(a)(v). 

  

	(b)	For the purposes of this clause 7, the Acceptance Period shall be five Business Days following receipt of the Notice of Proposed Sale. 

  

	(c)	Where the Other Shareholder has either (i) notified the Seller in writing that it would not serve a Notice to Purchase or a Tag Along Notice or (ii) failed to serve a
Notice to Purchase or a Tag Along Notice within the Acceptance Period, the Seller shall be entitled to effect a Disposal PROVIDED THAT such Disposal shall be effected in accordance with clause 7.5 below and the material terms set out in the Notice
of Proposed Sale within the period proposed for the proposed Disposal. 

 7.4 Exercise of Other Shareholder’s option to buy Sale Shares
 
  

	(a)	At any time within the Acceptance Period, the Other Shareholder may give a notice (a “Notice to Purchase”) to the Seller that it wishes to buy from the Seller, on
the same terms set out in the Notice of Proposed Sale, that number of Sale Shares identified in that notice, which must be all of the Sale Shares identified in that notice, except where the Seller otherwise agrees in writing.


  

	(b)	If the Accepting Shareholder serves a Notice to Purchase in accordance with clause 7.4(a): 

  

	 	(i)	the Seller must sell to the Accepting Shareholder the relevant Sale Shares free of any Security Interest; and 

  

 7 









	 	(ii)	the Accepting Shareholder must buy the relevant Sale Shares, 

 on the terms set out in the Notice of Proposed Sale served under clause 7.3(a). 
  

	(c)	On service of a Notice to Purchase by the Accepting Shareholder under clause 7.4(a) the sale and purchase of the relevant Sale Shares shall take place on the day which is ten days
after the date of service of the Notice of Proposed Sale (or, if that day is not a Business Day, on or before the next Business Day) when: 

  

	 	(i)	the Accepting Shareholder must pay the aggregate purchase price for the relevant Sale Shares in Immediately Available Funds and do all other things necessary to complete the
purchase of the Sale Shares; and 

  

	 	(ii)	against payment of the aggregate purchase price the Seller must give the Accepting Shareholder an instrument of transfer of the relevant number of Sale Shares (free of any Security
Interests) signed by the Seller together with the share certificates for the Sale Shares (or a suitable indemnity in lieu of delivery of such share certificates). 

  

	(d)	The Company shall register the instrument of transfer referred to in clause 7.4(c) above. 

  

	(e)	If the Sale Shares are all the Seller’s holding of Shares, then immediately on the transfer of the Sale Shares, the Seller must procure that any Directors it has appointed to
the Board of the Company (and to the board of any Group Companies) resign with immediate effect and without any claim on the Company or Group Company for loss of office. If the Sale Shares are not all the Seller’s holding of Shares, then the
parties shall negotiate in good faith such amendments to this Deed as are, in the circumstances, fair and appropriate taking into account the Shareholders’ respective shareholding proportions following the sale. 

  

	(f)	The Seller appoints the Accepting Shareholder as its attorney in accordance with clause 16 on default by the Seller of performance of any of its obligations under this clause 7.4
and the Accepting Shareholder appoints the Seller as its attorney in accordance with clause 16 on default by it of performance of any of the Accepting Shareholder’s obligations under this clause 7.4, in each case with full power to execute,
complete and deliver in the name of the Seller or Accepting Shareholder, as the case may be, all things necessary to complete the sale and purchase of Shares including, without limitation, to execute and deliver an instrument of transfer for the
relevant Sale Shares and to receive and give good discharge for the aggregate purchase price for the relevant Sale Shares. 

  

 8 








 7.5 Sale Shares not purchased by Other Shareholder  
  

	(a)	If a Notice to Purchase is not received from the Other Shareholder under clause 7.4(a) to purchase all the relevant Sale Shares offered to it, then subject to clauses 7.5(b),
7.5(c), 7.5(d) and 7.6, the Seller may offer to sell (and actually sell) such number of Sale Shares to any third party buyer subject to clause 7.7. 

  

	(b)	The Seller must not sell such Sale Shares for a lower price than that specified in the Notice of Proposed Sale or otherwise on more beneficial financial terms, than set out in the
Notice of Proposed Sale, except where the Seller Disposes of the Sale Shares by way of trading on NASDAQ, when the Sale Shares must not be sold on terms that are materially different from the terms of the Notice of Proposed Sale, unless agreed
otherwise by the Other Shareholder. For the purposes of this clause 7.5(b), the terms of the Disposal are deemed to be materially different if the price of each Sale Shares under the Disposal is lower than the price stated in the Notice of Proposed
Sale by 15% or more. 

  

	(c)	The Seller must give a copy of any agreement (if any) with the third party buyer relating to such Sale Shares to the Other Shareholder within 3 days of signing the agreement. If the
Seller does not sell such Sale Shares to a third party buyer within 20 Business Days of service of the Notice of Proposed Sale it may not sell such Sale Shares without first giving a further Notice of Proposed Sale to the Other Shareholder pursuant
to clause 7.3 or complying again with the further provisions of this clause 7. 

  

	(d)	If the Accepting Shareholder defaults in paying for the relevant Sale Shares in accordance with clause 7.4(c) or is in other material default of its obligations under clause 7.4,
then without prejudice to any other rights of the Seller or claims of the Seller against the Accepting Shareholder (including the Seller’s right to treat such default as an Event of Default under clause 8.1) in connection with such default, the
Seller may offer to sell and actually sell such Sale Shares to any third party buyer but is not bound to do so to mitigate its loss. The provisions of clauses 7.5(b), (c), (d) and clause 7.6 shall not apply to a sale pursuant to this clause
7.5(d). 

  

 9 








 7.6 Tag Along  
  

	(a)	The Other Shareholder may give a notice (a Tag Along Notice) to the Seller within the Acceptance Period that it wishes to sell to a third party buyer that number of Sale
Shares identified in that notice (which must not exceed half of the total number of Sale Shares identified in the Notice of Proposed Sale) on the same terms as to price and other financial conditions as the term of the Notice of Proposed Sale,
except where the Seller otherwise agrees in writing. 

  

	(b)	If a Tag Along Notice is given, neither the Seller nor the Other Shareholder may sell any of the Sale Shares to a third party buyer unless: 

  

	 	(i)	the Seller sells such number of Sale Shares identified in the Notice of Proposed Sale less the number of Sale Shares the Other Shareholder proposes to sell under the Tag Along
Notice on the same terms as to price and other financial conditions as the Other Shareholder is selling under the Tag Along Notice, subject to the further provisions of this clause 7.6(b); 

  

	 	(ii)	where the Seller and the Other Shareholder Dispose of the Sale Shares by way of trading on NASDAQ, each of the Seller and the Other Shareholder procures that its respective Shares
will not be sold on terms that are materially different from the terms of the Notice of Proposed Sale, unless agreed otherwise by the Seller and the Other Shareholder; 

  

	 	(iii)	where the Disposal is not made by way of trading on NASDAQ, the Seller procures that the proposed buyer purchases such number of Shares stated in the Tag Along Notice on the same
terms and conditions as the third party buyer purchases any of the Sale Shares from the Seller and is on no less favourable terms as to price and other financial conditions as the terms of the Notice of Proposed Sale; and 


 

	 	(iv)	the sale of Shares by the Seller and by the Other Shareholder to the proposed buyer shall be inter-conditional (where applicable) and shall be effected simultaneously.


 For the purposes of this clause 7.6(b), the terms of the Disposal are deemed to be materially different if the price of each
Sale Share under the Disposal is higher or lower than the price stated in the Notice of Proposed Sale by 15% or more. 
  

 10 









	(c)	For the avoidance of doubt, if, in the case that the Disposal is not made by way of trading on NASDAQ, the Other Shareholder gives a Tag Along Notice and a third party buyer does
not purchase Shares of such Other Shareholder in accordance with clause 7.6(b) the Seller may not sell any of the Sale Shares to the proposed third party buyer. 

 7.7 Consents  
 If any consents are required from any third party or Government Agency in connection with the transfer
of Shares (not arising from the status or circumstances of the transferor), then each of PBL, PBLSub, Melco, MelcoSub must use its best endeavours (which phrase will not require a party to expend money) to ensure that such consents are obtained in a
timely manner and any time periods for the purchase of Shares referred to in this clause 7 will be extended by such period as necessary to obtain such consents (not to exceed 30 days in any event). The Company shall provide assistance in and
cooperate on applying for such consent, as the Shareholders may reasonably require. At the expiry of such period if any required consent has not been obtained, then the transfer shall not be completed unless: 
  

	(a)	the Seller shall elect to complete the sale by a written notice delivered to the Company and transferee on or before the expiry of such period and shall deliver to each of the
Company and to the Other Shareholder (including an Accepting Shareholder) a full indemnity reasonably acceptable to the Company and the Other Shareholder for any claim, loss or liability which the Company and the Other Shareholder may suffer or
incur in relation to the failure to obtain a required consent for the transfer of Shares; or 

  

	(b)	the Accepting Shareholder shall elect to complete the purchase by a written notice delivered to the Company and Seller not later than the next Business Day following the expiry of
such period and shall deliver to each of the Company, the Seller and any Other Shareholder, a full indemnity reasonably acceptable to the Company and the Seller for any claim, loss or liability which the Company, the Seller or such Shareholder may
suffer or incur as a result of the failure to obtain a required consent for the transfer of Shares; 

 PROVIDED THAT in each case no transfer
shall be effected if such transfer of Shares would result in a breach of any law by the transferee or the Company, a breach of the Subconcession, a breach of any arrangement with the Banking Syndicate or a transferee who is not suitable with regard
to applicable laws and regulations of Macau S.A.R. and the terms of the Subconcession to hold an interest in the share capital Melco PBL Gaming or result in any adverse circumstance occurring under law affecting the Company. 
  

 11 








 7.8 Permitted Transferees to be bound  
 A Shareholder who transfers Shares to a Permitted Transferee, under clause 7.1(b) or (c) must ensure that, prior to completion of any transfer, the proposed transferee executes a deed poll in the form set out in
Attachment C agreeing to be bound by this Deed as if named as a party and a Shareholder. 
 7.9 Disposal of class A shares of Melco PBL Gaming 

  

	(a)	PBLSub agrees that it shall not Dispose of its direct interest in PBL Asia Limited or its indirect interest in the class A shares of Melco PBL Gaming (“Melco PBL Gaming
Restricted Interest”) unless such Disposal is effected by an instrument of transfer to the Company or its Group Company or a transfer which has the prior written agreement of the Company or transfer pursuant to the further provisions of
this clause 7.9. 

  

	(b)	In the event that PBLSub effects a transfer of all its Shares (pursuant to clauses 7, 8 or 13) then, subject to applicable regulatory requirements and approvals, PBLSub shall, if
required to do so by the Other Shareholder cause a sale of all of its Melco PBL Gaming Restricted Interest to the Company in the same manner as a Notice of Proposed Sale pursuant to clause 7.3 as if the sale of the Melco PBL Gaming Restricted
Interest was a sale of Shares except the offer shall specify the sale price for all the Melco PBL Gaming Restricted Interest as the nominal price of HK$10 (ten Hong Kong Dollars) only and that clause 7.6 shall not apply unless otherwise agreed in
writing by the Shareholders. 

  

	(c)	The provisions of clauses 7.4, 7.5, 7.7 and 7.8 shall apply to such sale as nearly as may be as if the sale of Melco PBL Gaming Restricted Interest was a sale of Shares and with
such modification as necessary to give effect to the intent of this clause. As used in this clause 7.9, the term “Disposal” shall have the meaning set out in Attachment A, modified so that references in such definition to
“Shares” shall be read as references to “class A shares of Melco PBL Gaming”. 

  

	(d)	A transferring Shareholder shall not vote on resolutions of the Company and the transferring Shareholder’s appointed Directors shall not vote nor shall they be required to be
counted in the quorum on any matter for a decision of the Board concerning the exercise of the Company of its rights under this clause 7.9. 

  

 12 








 8. EVENTS OF DEFAULT 
 8.1 Events of Default  
 It is an Event of Default if: 
  

	(a)	Material breach:  

  

	 	(i)	a party (other than the Company) breaches a material obligation under this Deed; 

  

	 	(ii)	a Shareholder (other than the Company) gives written notice of the breach to the party in default and to the Company; and 

  

	 	(iii)	the party (other than the Company) in default does not remedy the breach within 30 days of the date of the notice; 

  

	(b)	Insolvency event: an Insolvency Event occurs in relation to a party (other than the Company); 

  

	(c)	Disposal of Shares: there is a Disposal of Shares by a Shareholder in breach of the Memorandum and Articles or this Deed; 

  

	(d)	Permitted Transferee: a Permitted Transferee fails to comply with its obligations under clause 7.1(c);or 

  

	(e)	Change in control: unless prior approval is obtained from each of the parties (other than the Company) in writing to the proposed change: 

  

	 	(i)	in respect of MelcoSub or any MelcoSub Transferee to which MelcoSub has transferred Shares in accordance with clause 7.1(b), MelcoSub or the MelcoSub Transferee ceases to be a
direct or indirect Wholly-Owned Subsidiary of Melco unless all the Shares are transferred to a Wholly-Owned Subsidiary of Melco in accordance with clause 7.1(c); or 

  

	 	(ii)	in respect of PBLSub or any PBLSub Transferee to which PBLSub has transferred Shares in accordance with clause 7.1(b), PBLSub or the PBLSub Transferee ceases to be a direct or
indirect Wholly-Owned Subsidiary of PBL unless all the Shares are transferred to a Wholly-Owned Subsidiary of PBL in accordance with clause 7.1(c). 

  

 13 








 8.2 Process on Event of Default  
  

	(a)	If an Event of Default occurs, the Non-Defaulting Shareholder may give the Defaulting Shareholder a notice (Default Notice) within 30 days of becoming aware of the Event of
Default, requiring the appointment of the Independent Expert to determine the Fair Market Value of the Company in accordance with this clause 8. 

  

	(b)	A Default Notice must be given to the Defaulting Shareholder and the Company. 

  

	(c)	Within 5 Business Days after the Non-Defaulting Shareholder serves a Default Notice on the Defaulting Shareholder, the Shareholders must appoint an Independent Expert to determine
the Fair Market Value of the Company (on the basis of the principles set out in Attachment B). 

  

	(d)	If the Shareholders cannot agree on the identity of the Independent Expert within the time period referred to in clause 8.2(c) above, either Shareholder may request the President of
the Institute of Certified Public Accountants in Hong Kong to appoint the Independent Expert. 

  

	(e)	The Independent Expert will issue a certificate to both Shareholders specifying the Fair Market Value of the Company as soon as reasonably practicable but in any event within 30
days of its appointment (the Determination Date). 

  

	(f)	The parties must promptly provide all information and assistance reasonably requested by the Independent Expert. 

  

	(g)	The Fair Market Value per Share shall be the total aggregate amount of the Independent Expert’s valuation of the Company divided by the total aggregate number of Shares.


  

	(h)	Any valuation by the Independent Expert is conclusive and binding on the Shareholders in the absence of manifest error. The Independent Expert is appointed as an expert, not as an
arbitrator. Each Shareholder shall be entitled to make representations to the Independent Expert as to the appropriate Fair Market Value of the Company. 

  

 14 









	(i)	The costs of the Independent Expert shall be borne by the Defaulting Shareholder. 

  

	(j)	The Defaulting Shareholder appoints the Non-Defaulting Shareholder as its attorney in accordance with clause 16 on default by it of performance of any of its obligations under this
clause 8. 

 8.3 Put/Call Option  
 The
Defaulting Shareholder grants to the Non-Defaulting Shareholder on the Determination Date: 
  

	(i)	a non-tradeable call option (the Call Option) exercisable for 120 days after the Determination Date to purchase all (and not some) of the Defaulting Shareholder’s Shares
at a purchase price equal to 90% of the Fair Market Value of those Shares as of the Determination Date; and 

  

	(ii)	a non-tradeable put option (the Put Option) exercisable for 120 days after the Determination Date to sell all (and not some) of the Non-Defaulting Shareholder’s Shares
to the Defaulting Shareholder at a purchase price equal to 110% of the Fair Market Value of those Shares, as of the Determination Date. 

 8.4
Transfer of Shares  
  

	(a)	Within 30 days of the exercise of the Call Option or the Put Option (as the case may be) the transferring Shareholder (the Transferor) must sell to the transferee Shareholder
or its nominee (the Transferee) all of its Shares and the Transferee must purchase those Shares at the price determined under clause 8.2. 

  

	(b)	The Transferor will warrant in favour of the Transferee, such warranty to be set out in the relevant share transfer forms transferring the Shares, that the Transferor transfers to
the Transferee clear and unencumbered legal title to and beneficial ownership of the Shares being transferred (the Transfer Securities), free of any Security Interests or third party rights. 

  

	(c)	The purchase price payable for the Transfer Securities is payable in Immediately Available Funds on the closing of the purchase and sale, which must take place on the day which is
15 Business Days after the date of exercise of the Call Option or the Put Option (as the case may be). 

  

 15 









	(d)	At the closing of the purchase and sale, the Transferor must deliver to the Transferee: 

  

	 	(i)	the share certificates (or an appropriate indemnity in lieu of delivery of such share certificates) and executed share transfer forms for the Transfer Securities;


  

	 	(ii)	a written resignation from each Director of the Company appointed by the Transferor as the Transferor’s nominees on the board of directors of any Group Companies; and


  

	 	(iii)	a duly executed notice appointing the Transferee as the Transferor’s proxy in respect of the Transfer Securities until such time as those Shares are registered in the name of
the Transferee. 

 8.5 Consents  
 If any
consents are required from any third party or Government Agency in connection with the transfer of Shares (not arising from the status or circumstances of the transferor), then each of PBL, PBLSub, Melco, MelcoSub must use its best endeavours (which
phrase will not require a party to expend money) to ensure that such consents are obtained in a timely manner and any time periods for the purchase of Shares referred to in this clause 7 will be extended by such period as necessary to obtain such
consents (not to exceed 30 days in any event). The Company shall provide assistance in and cooperate on applying for such consent, as the Shareholders may reasonably require. At the expiry of such period if any required consent has not been
obtained, then the transfer shall not be completed unless the Non-Defaulting Shareholder shall elect to complete the sale by a written notice delivered to the Company and Defaulting Shareholder on or before the expiry of such period and shall
deliver to each of the Company and to the Defaulting Shareholder a full indemnity reasonably acceptable to the Company and the Defaulting Shareholder for any claim, loss or liability which the Company and any Defaulting Shareholder may suffer or
incur in relation to the failure to obtain a required consent for the transfer of Shares; 
 PROVIDED THAT no transfer shall be effected if such transfer of
Shares would result in a breach of any law by the Non-Defaulting Shareholder or the Company, a breach of the Subconcession, a breach of any arrangement with the Banking Syndicate, or the Non-Defaulting Shareholder is not suitable with regard to
applicable laws and regulations of Macau S.A.R. and the terms of the Subconcession, to hold an interest in the share capital of Melco PBL Gaming or result in any material adverse circumstance occurring under law affecting the Company. 
  

 16 








 8.6 Other remedies  
 If a Shareholder does not give a Default Notice, it (and/or its Affiliates) may bring a claim for equitable or legal remedies as it deems appropriate. If a Shareholder does give a Default Notice and proceeds to purchase the Defaulting
Shareholder’s Shares or sell its Shares to the Defaulting Shareholder then that will be its (and its Affiliates) sole remedy for the relevant Event of Default but without prejudice to such Shareholder’s rights in respect of any other Event
of Default (unless taken into account in the determination of Fair Market Value). 
 8.7 Deed no longer applies  
 Once a party and its Permitted Transferees is no longer a Shareholder, that party (and its parent company guarantor) have no further rights or obligations under this Deed
except under: 
  

	(a)	clause 6 (Confidentiality); 

  

	(b)	clause 18.2 (Costs and expenses); and 

  

	(c)	a right of action or claim of or against that party which arose while the party was a Shareholder (or guarantor (as the case may be)). 

 For the avoidance of doubt, the terms of this clause 8.7 apply to this Deed as a whole and not only to clause 8. 
 9. EXCLUSIVITY 
 9.1 Exclusivity  
 Subject to clause 9.2, each of Melco and PBL must not (and must ensure that their respective Affiliates and Major Shareholders do not), during the term of this Deed,
other than through the Group, directly or indirectly carry on an Exclusive Business in the Territory or acquire or hold an Interest in any Person who carries on an Exclusive Business in the Territory. 
  

 17 








 9.2 Exceptions to Exclusivity  
 Notwithstanding clause 9.1, PBL and Melco and their respective Affiliates and Major Shareholders may, separate and apart from the Group: 
  


	(a)	acquire and hold (in aggregate) up to 5% of the Voting Securities in any public company (which is engaged or involved in an Exclusive Business in the Territory) the shares of which
are quoted on a Stock Exchange; and 

  

	(b)	engage in any activity which would otherwise contravene clause 9.1 if it obtains the prior written consent of the other parties. 

 9.3 Injunctive Relief Period  
 The parties acknowledge that damages
will not be an adequate remedy for any breach of clause 9.1 and as such, the Company, MelcoSub, Melco, PBLSub or PBL respectively are entitled to obtain an injunction against the breaching party to restrain and prevent such breach. 
 9.4 Cure Period  
  

	(a)	Notwithstanding clause 9.3, a breach of clause 9.1 shall not be treated as an Event of Default by Melco, or, as the case may be, PBL, for the purposes of clause 8 PROVIDED THAT the
relevant matter is: 

  

	 	(i)	the acquisition (by purchase, merger or otherwise), of an Interest in a Person who is or whose Affiliates are, engaged or involved in an Exclusive Business in the Territory;


  

	 	(ii)	that the Exclusive Business in the Territory is not the main undertaking of that Person and its Affiliates; and 

  

	 	(iii)	the dominant purpose of the acquisition is not that of acquiring an Interest in an Exclusive Business, and the party in potential breach cures the breach within the time provided in
clause 9.4(b). 

  

	(b)	On notification of a breach or on becoming aware of a breach of clause 9.1 which is within clause 9.4(a), PBL or, as the case may be, Melco (and, if applicable, their respective
Affiliates or Major Shareholders) who has acquired an Interest in a Person carrying on an Exclusive Business in the Territory shall take steps to cure the breach by ceasing to hold an Interest in any Person carrying on an Exclusive Business in the
Territory (whether by disposing of that Interest or that Person ceasing to carry on the Exclusive Business in the Territory) within 6 months of the date of notification or becoming aware of the breach. 

  

 18 









	(c)	A party shall not be entitled to make a demand under clause 11 or, as the case may be, clause 12, in respect of a breach of clause 9.1 which is within clause 9.4(a) or claim a
Dispute under clause 14 in respect of such matter unless PBL or Melco, as the case may be (and, if relevant, their respective Affiliates and/or Major Shareholders) shall fail to cure the breach of clause 9.1 in the manner and timeframe specified in
clause 9.4(b) above. 

 10. JOINT VENTURES IN THE TERRITORY 
 10.1 Melco PBL Gaming  
 The parties agree that any gaming venture established in Macau S.A.R. shall be carried on by
or through Melco PBL Gaming pursuant to the terms of the Subconcession. 
 11. MELCO GUARANTEE, INDEMNITY AND UNDERTAKING 
 11.1 Guarantee  
  

	(a)	Melco unconditionally and irrevocably guarantees to PBLSub the performance of MelcoSub’s obligations under this Deed. 

  

	(b)	If MelcoSub fails to perform or observe its obligations under this Deed in full and on time, Melco must immediately on demand from PBLSub perform such obligation (or procure the
performance or observance by MelcoSub of its obligations) so that the same benefit shall be received by or conferred on PBLSub as it would have received or enjoyed if such obligations had been duly performed or observed by MelcoSub under this Deed.


 11.2 Indemnity  
 Melco hereby
indemnifies PBLSub against any claim, loss, liability, cost or expense which PBLSub suffers or incurs in relation to the failure of Melco or MelcoSub to perform an obligation under this Deed or the failure of Melco to cause MelcoSub to perform an
obligation under this Deed. 
  

 19 








 11.3 Extent of guarantee and indemnity  
 This clause 11 applies and the obligations of Melco under clause 11 shall remain in full force and effect so long as Melco and MelcoSub have obligations to PBLSub or PBL and notwithstanding any act, omission, neglect
or default of PBLSub or PBL or other person or any other event or matter whatsoever and, without limitation on the foregoing, shall not be impaired, discharged or effected by: 
  

	(a)	the extent of MelcoSub’s other obligations under this Deed; 

  

	(b)	an amendment of this Deed in accordance with the terms hereof or waiver or departure from these terms; 

  

	(c)	an Insolvency Event affecting any person or the death of any person; 

  

	(d)	a change in the constitution, membership, or partnership of any person; 

  

	(e)	anything which would have discharged MelcoSub (wholly or partly) or which would have afforded MelcoSub any legal or equitable defence; 

  

	(f)	any release of or granting of time or any other indulgence to MelcoSub; or 

  

	(g)	the occurrence of any other thing which might otherwise release, discharge render void or unenforceable or otherwise affect the obligations commitments and undertaking of Melco
under this Deed. 

 11.4 Principal and independent obligation  
  

	(a)	The guarantee under this clause 11 is: 

  

	 	(i)	a principal obligation and is not to be treated as ancillary or collateral to any other right or obligation; and 

  

	 	(ii)	independent of and not in substitution for or affected by any other Security Interest or guarantee or other document or agreement which PBLSub may hold concerning any obligation of
MelcoSub. 

  

	(b)	PBLSub may enforce this clause 11 against Melco: 

  

	 	(i)	without first having to resort to any other guarantee or Security Interest or other agreement; and 

  

 20 









	 	(ii)	whether or not it has first given notice, made a demand or taken steps against MelcoSub or any other person. 

 11.5 No competition  
  

	(a)	Subject to clause 11.5(b), Melco must not, either directly or indirectly, prove in, claim or receive the benefit of a distribution, dividend or payment from an Insolvency Event
affecting MelcoSub until the obligations of MelcoSub under this Deed to PBLSub and PBL have been fully performed or satisfied and the guarantee has been finally discharged. 

  

	(b)	If required by PBLSub, Melco must prove in a liquidation of MelcoSub or otherwise participate in another Insolvency Event of MelcoSub for amounts owed to Melco.


  

	(c)	Melco must hold in trust for PBLSub, amounts recovered by Melco from an Insolvency Event or under a Security Interest from MelcoSub to the extent of the unsatisfied liability of
Melco under this clause 11. 

 11.6 Continuing guarantee and indemnity  
 The guarantee under this clause 11 is a continuing obligation of Melco, despite a settlement of account or the occurrence of any other thing, and remains fully effective until: 
  

	(a)	the obligations of MelcoSub under this Deed have been performed; and 

  

	(b)	the guarantee in clause 11 has been finally discharged by PBLSub. 

 12.
PBL GUARANTEE, INDEMNITY AND UNDERTAKING 
 12.1 Guarantee  
  

	(a)	PBL unconditionally and irrevocably guarantees to MelcoSub the performance of PBLSub’s obligations under this Deed. 

  

	(b)	If PBLSub fails to perform or observe its obligations under this Deed in full and on time, PBL must immediately on demand from MelcoSub perform such obligation (or procure the
performance or observance by PBLSub of its obligations) so that the same benefit shall be received by or conferred on MelcoSub as it would have received or enjoyed if such obligations had been duly performed or observed by PBLSub under this Deed.


  

 21 








 12.2 Indemnity  
 PBL
hereby indemnifies MelcoSub against any claim, loss, liability, cost or expense which MelcoSub suffers or incurs in relation to the failure of PBL or PBLSub to perform an obligation under this Deed or the failure of PBL to cause PBLSub to perform an
obligation under this Deed. 
 12.3 Extent of guarantee and indemnity  
 This clause 12 applies and the obligations of PBL under clause 12 shall remain in full force and effect so long as PBL and PBLSub have obligations to Melco or MelcoSub and notwithstanding any act, omission, neglect or
default of Melco or MelcoSub or other person or any other event or matter whatsoever and, without limitation on the foregoing, shall not be impaired discharged or effected by: 
  

	(a)	the extent of PBLSub’s other obligations under this Deed; 

  

	(b)	an amendment of this Deed in accordance with the terms hereof or waiver or departure from those terms; 

  

	(c)	an Insolvency Event affecting any person or the death of any person; 

  

	(d)	a change in the constitution, membership, or partnership of any person; 

  

	(e)	anything which would have discharged PBLSub (wholly or partly) or which would have afforded PBLSub any legal or equitable defence; 

  

	(f)	any release of or granting of time or any other indulgence to PBLSub; or 

  

	(g)	the occurrence of any other thing which might otherwise release, discharge render void or unenforceable or otherwise affect the obligations commitments and undertaking of PBL under
this Deed. 

 12.4 Principal and independent obligation  
  

	(a)	The guarantee under this clause 12 is: 

  

	 	(i)	a principal obligation and is not to be treated as ancillary or collateral to any other right or obligation; and 

  

 22 









	 	(ii)	independent of and not in substitution for or affected by any other Security Interest or guarantee or other document or deed which MelcoSub may hold concerning any obligation of
PBLSub. 

  

	(b)	MelcoSub may enforce this clause 12 against PBL: 

  

	 	(i)	without first having to resort to any other guarantee or Security Interest or other deed; and 

  

	 	(ii)	whether or not it has first given notice, made a demand or taken steps against PBLSub or any other person. 

 12.5 No competition  
  

	(a)	Subject to clause 12.5(b), PBL must not, either directly or indirectly, prove in, claim or receive the benefit of a distribution, dividend or payment from an Insolvency Event
affecting PBLSub until the obligations of PBLSub under this Deed to Melco and MelcoSub have been fully performed or satisfied and the guarantee has been finally discharged. 

  

	(b)	If required by MelcoSub, PBL must prove in a liquidation of PBLSub or otherwise participate in another Insolvency Event of PBLSub for amounts owed to PBL. 


 

	(c)	PBL must hold in trust for MelcoSub, amounts recovered by PBL from an Insolvency Event or under a Security Interest from PBLSub to the extent of the unsatisfied liability of PBL
under this clause 12. 

 12.6 Continuing guarantee and indemnity  
 The guarantee under this clause 12 is a continuing obligation of PBL, despite a settlement of account or the occurrence of any other thing, and remains fully effective until: 
  

	(a)	the obligations of PBLSub under this Deed have been performed; and 

  

	(b)	the guarantee in this clause 12 has been finally discharged by MelcoSub. 

  

 23 








 13. NOTICE FROM A REGULATORY AUTHORITY 
 13.1 Notice to a PBL Group Company from a Regulatory Authority  
 In the event that: 
  

	(a)	a Regulatory Authority directs PBL, PBLSub or any other PBL Group Company in writing to terminate any Definitive Document or otherwise end its relationship with:


  

	 	(i)	any Melco Group Company or Affiliates or Related Parties of a Melco Group Company; or 

  

	 	(ii)	any Group Company; or 

  

	 	(iii)	any person that has a (direct or indirect) contractual or other relationship (including, for the avoidance of doubt, any shareholding relationship or directorship) with any Melco
Group Company or Group Company; or 

  

	(b)	a Regulatory Authority makes any decision, which is communicated to PBL, PBLSub or any other PBL Group Company, which would have, or which (in the reasonable opinion of PBL) would
be likely to have, a material adverse effect on any of the rights or benefits of PBL, PBLSub or any other PBL Group Company either under any of the Definitive Documents or in respect of any other business carried on by PBL in respect of which the
Regulatory Authority has or purports to have authority, 

 (both, a PBL Regulatory Notice) 
  

	 	(i)	then, notwithstanding other provisions of this Deed, PBLSub may serve a Notice of Proposed Sale on the Other Shareholder. The Notice of Proposed Sale shall be in respect of all but
not some only of its Shares unless the relevant Regulatory Authority requires a disposal of some only of its Shares to satisfy the Regulatory Authority or, as the case may be, to avoid a possible material adverse effect, directly or indirectly, from
the PBL Regulatory Notice. Where the Regulatory Authority requires the sale of some only of the Shares, PBLSub may, at its discretion, serve a Notice of Proposed Sale in respect of all of its Shares or some only of its Shares in accordance with the
requirements of the Regulatory Authority. Clause 7 shall apply to a Notice of Proposed Sale permitted under this clause 13.1 and the sale by PBLSub of its Shares in the Company and clauses 7.6 and 7.8 shall not apply to such sale.


  

 24 








 13.2 Notice to a Melco Group Company from a Regulatory Authority  
 In the event that: 
  

	(a)	a Regulatory Authority directs Melco, MelcoSub or any other Melco Group Company in writing to terminate any Definitive Document or otherwise end its relationship with:


  

	 	(i)	any PBL Group Company or Affiliates or Related Parties of a PBL Group Company; or 

  

	 	(ii)	any other Group Company; or 

  

	 	(iii)	any person that has a (direct or indirect) contractual or other relationship (including, for the avoidance of doubt, any shareholding relationship or directorship) with any PBL
Group Company or Group Company; or 

  

	(b)	a Regulatory Authority makes any decision, which is communicated to Melco, MelcoSub or any other Melco Group Company, which would have, or which (in the reasonable opinion of Melco)
would be likely to have, a material adverse effect on any of the rights or benefits of Melco, MelcoSub or any other Melco Group Company either under any of the Definitive Documents or in respect of any other business carried on by Melco in respect
of which the Regulatory Authority has or purports to have authority, 

 (both, a Melco Regulatory Notice) 
 then, notwithstanding other provisions of this Deed, MelcoSub may serve a Notice of Proposed Sale on the Other Shareholder. The Notice of Proposed Sale shall be in
respect of all but not some only of MelcoSub’s Shares unless the relevant Regulatory Authority requires a disposal of some only of its Shares to satisfy the Regulatory Authority or, as the case may be, to avoid a possible material adverse
effect, directly or indirectly, from the Melco Regulatory Notice. Where the Regulatory Authority requires the sale of some only of the Shares, MelcoSub may, at its discretion, serve a Notice of Proposed Sale in respect of all of its Shares, or some
only of its Shares in accordance with the requirements of the Regulatory Authority. Clause 7 shall apply to a Notice of Proposed Sale as permitted under this clause 13.2 and the sale by MelcoSub of its Shares in the Company except for clauses 7.6
and 7.8 which shall not apply to such sale. 
  

 25 








 13.3 Appointment as Attorney  
 MelcoSub and PBLSub respectively irrevocably appoint the other as its attorney in accordance with the provision of clause 16 on default by it of the performance of any of its obligations under this clause 13 and such appointment shall be
deemed secured by a proprietary interest. 
 13.4 Adverse Regulatory Finding  
 Each party agrees that to the extent that any director or executive of such party or, as relevant, any director or executive of a Melco Group Company or of a PBL Group Company or a shareholder of such a party or such
company, is subject to an adverse finding of a Regulatory Authority then the relevant party will use their best endeavours to cause the removal of such director or executive from their position or, as the case may be, to cause the disposal by such
shareholder of its interests in such party or company. 
 14. DISPUTE RESOLUTION 
  

	(a)	A party must not commence court proceedings about any Dispute unless it first complies with this clause 14. 

  

	(b)	A party claiming that a Dispute has arisen must notify each other party giving details of the Dispute. 

  

	(c)	Each party to the Dispute must seek to resolve the Dispute within 5 Business Days of receiving notice of the Dispute or a longer period agreed by the parties to the Dispute.


  

	(d)	If the parties do not resolve the Dispute under and within the time period referred to in clause 14(c), the chief executive officer of each Shareholder (or a person occupying a
similar senior position if such an office is not in existence at the time) must seek to resolve the Dispute for a period of up to 15 Business Days after the end of the period referred to in clause 14(c). 

  

	(e)	Nothing in this clause 14 will prejudice the right of a party to seek urgent injunctive or declaratory relief in respect of a Dispute. 

  

 26 








 15. RELATIONSHIP BETWEEN PARTIES 
 This Deed does not create a relationship of employment, agency or partnership between the parties. 
 16. POWERS OF
ATTORNEY 
 Each appointment of an attorney by a Shareholder (the Appointer) under clauses 7.4(f), 8.2(j) or 13.3 is made on the following terms:

  

	(a)	the Appointer irrevocably appoints the other Shareholder (the Donee) as its attorney to complete and execute (under hand or under seal) such instruments for and on its behalf
necessary to give effect to any of the transactions contemplated by clauses 7, 8 or 13 (as necessary), such appointment being given to secure a proprietary interest of the Donee; 

  

	(b)	the Appointer agrees to ratify and confirm whatever the Donee lawfully does, or causes to be done, under the appointment; 

  

	(c)	the Appointer agrees to indemnify the Donee against all claims, demands, costs, charges, expenses, outgoings, losses and liabilities arising in any way in connection with the lawful
exercise of all or any of the Donee’s powers and authorities under that appointment; and 

  

	(d)	the Appointer agrees to deliver to the Company on demand any power of attorney, instrument of transfer or other instruments as the Company may require for the purposes of any of the
transactions contemplated by clauses 7, 8 or 13. 

 17. WARRANTIES 
 Each party severally warrants to the other parties that: 
  

	(a)	Authority: it has taken all necessary action to authorise the signing, delivery and performance of this Deed and the documents required under this Deed in accordance with
their respective terms; 

  

	(b)	Power to enter into this Deed: it has power to enter into this Deed and perform its obligations under it and can do so without the consent of any other person;


  

 27 









	(c)	No breach: the signing and delivery of this Deed and the performance by it of its obligations under it complies with: 

  

	 	(i)	each applicable law and authorisation; 

  

	 	(ii)	its constitution or constituent documents, as applicable; and 

  

	 	(iii)	each Security Interest binding on it; 

  

	(d)	binding: this Deed constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy; and 


 

	(e)	no actions: there are no actions, claims, proceedings or investigations pending or to the best of its knowledge threatened against it or by it which may have a material
adverse effect on its ability to perform its obligations under this Deed. 

 18. TAX, COSTS AND EXPENSES 
 18.1 Tax  
 The Company must pay any stamp duty which arises from the
execution of this Deed and each agreement or document entered into or signed under this Deed. 
 18.2 Costs and expenses  
 Each party must pay its own costs and expenses of negotiating, preparing, signing, delivering, stamping and registering this Deed and any other agreement or document
entered into or signed under this Deed. 
 18.3 Costs of performance  
 A party must bear the costs and expenses of performing its obligations under this Deed, unless otherwise provided in this Deed. 
 19. GENERAL 
 19.1 Notices  
  

	(a)	Any notice or other communication given under this Deed including, but not limited to, a request, demand, consent or approval, to or by a party to this Deed:


  

	 	(i)	must be in legible writing and in English; 

  

 28 









	 	(ii)	must be addressed to the addressee at the address or facsimile number set out below or to any other address or facsimile number a party notifies the other under this clause 19:


  

	 	A.	if to Melco 

  

			
	Address:	  	38th Floor, The Centrium, 60 Wyndham Street, Hong Kong
		
	Attention:	  	Managing Director
		
	Facsimile:	  	+852 3162 3579

  

	 	  	with a copy to the Company Secretary at the same address. 

  

	 	B.	if to MelcoSub 

  

			
	Address:	  	38th Floor, The Centrium, 60 Wyndham Street, Hong Kong
		
	Attention:	  	Managing Director/Company Secretary
		
	Facsimile:	  	+852 3162 3579

  

	 	  	with a copy to Melco at the address set out for it in this clause. 

  

	 	C.	if to the Company 

  

			
		
	Address:	  	Walker House, Mary Street, PO Box 908GT, George Town
		  	Grand Cayman
		  	CAYMAN ISLANDS
		
	Attention:	  	The Directors
		
	Facsimile:	  	+345 945 4757

  

	 	  	with a copy to each of Melco and PBL at the addresses set out for them in this clause. 

  


 29 









	 	D.	if to PBLSub: 

  

			
	Address:	  	Walker House, Mary Street, PO Box 908GT, George Town
		  	Grand Cayman
		  	CAYMAN ISLANDS
		
	Attention:	  	The Directors
		
	Facsimile:	  	+345 945 4757

  

	 	  	with a copy to PBL at the address set out for it in this clause. 

  

	 	E.	if to PBL: 

  

			
	Address:	  	Level 2, 54 Park Street, Sydney NSW 2000
		
	Attention:	  	Company Secretary
		
	Facsimile:	  	+61 2 9282 8828

  

	 	(iii)	must be signed by an authorised signatory or under the common seal of a sender which is a body corporate; and 

  

	 	(iv)	is deemed to be received by the addressee in accordance with clause 19.1(b). 

  

	(b)	Without limiting any other means by which a party may be able to prove that a notice has been received by another party, a notice is deemed to be received. 


 

	 	(i)	if sent by hand, when delivered to the addressee; 

  

	 	(ii)	if by post, 5 Business Days from and including the date of postage; or 

  

	 	(iii)	if by facsimile transmission, on receipt by the sender of an acknowledgment or transmission report generated by the machine from which the facsimile was sent confirming that the
facsimile has been successfully transmitted, but if the delivery or receipt is on a day which is not a Business Day or is after 4.00pm (addressee’s time) it is regarded as received at 9.00 am on the following Business Day.


  

 30 









	(c)	A facsimile transmission is regarded as legible unless the addressee telephones the sender within 2 hours after transmission is received or regarded as received under clause
19.1(b)(iii) and informs the sender that it is not legible. 

  

	(d)	In this clause a reference to an addressee includes a reference to an addressee’s Officers, agents or employees or a person reasonably believed by the sender to be an Officer,
agent or employee of the addressee. 

 19.2 Governing law  
 The laws of Hong Kong govern this Deed. 
 19.3 Jurisdiction  
 Each party irrevocably and unconditionally: 
  

	(a)	submits to the exclusive jurisdiction of the courts of, or exercising jurisdiction in, Hong Kong; and 

  

	(b)	waives any: 

  

	 	(i)	claim or objection based on absence of jurisdiction or inconvenient forum in respect of the jurisdiction of the Hong Kong courts; and 

  

	 	(ii)	immunity in relation to this Deed in any jurisdiction for any reason. 

 PBL and PBLSub hereby appoint Lovells of 23/F Cheung Kong Center, 2 Queen’s Road, Central, Hong Kong (Attn: Tim Fletcher, Partner Fax number +852 2219 0222) as their agent for service of process in Hong Kong. 
 The Company hereby appoints Melco as its agent for service of process in Hong Kong (at the address set out in clause 19.1). MelcoSub hereby appoints Melco as its agent
for service of process in Hong Kong (at the address set out in clause 19.1). 
  

 31 








 19.4 Invalidity  
  

	(a)	If a provision of this Deed, or a right or remedy of a party under this Deed is invalid or unenforceable in a particular jurisdiction: 

  

	 	(i)	it is to be read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and 

  

	 	(ii)	the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction shall not be affected. 

  

	(b)	This clause 19.4 is not limited by any other provision of this Deed in relation to severability, invalidity or unenforceability. 

 19.5 Amendments and Waivers  
  

	(a)	This Deed may be amended only by a written document signed by the parties PROVIDED THAT there is no obligation to seek a party’s agreement to an amendment when that party is no
longer a Shareholder. 

  

	(b)	A waiver of a provision of this Deed or a right or remedy arising under this Deed, including this clause 19.5, must be in writing and signed by the party granting the waiver.


  

	(c)	A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right. 

  

	(d)	Failure by a party to exercise a right or delay in exercising that right does not prevent its exercise or operate as a waiver. 

  

	(e)	A waiver is only effective in the specific instance and for the specific purpose for which it is given. 

 19.6 Cumulative rights  
 The rights and remedies of a party under this Deed do not exclude any other right or remedy
provided by law. 
  

 32 








 19.7 Payments  
 A
payment which is required to be made under this Deed must be in cash or by bank cheque or in other immediately available funds and in US dollars. 
 19.8
Further assurances  
 Each party must do all lawful things within its power that are necessary to give full effect to this Deed and the transactions
contemplated by this Deed. 
 19.9 Entire agreement  
 This Deed supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties, including, for the avoidance of doubt, the restated and amended shareholders deed dated 1 December 2006
between the parties which is amended, restated and superseded by this Deed as at the date hereof, the memorandum of agreement between PBL and Melco dated 5 March 2006 and the supplemental deed to that agreement dated 26 May 2006.

 19.10 Third party rights  
 Only the parties to this
Deed have or are intended to have a right or remedy under this Deed or obtain a benefit under it. 
 19.11 Legal Advice  
 Each party acknowledges that it has received legal advice about this Deed or has had the opportunity of receiving legal advice about this Deed. 
 19.12 No Assignment  
 A party may not assign this Deed or otherwise
transfer the benefit of this Deed or a right or remedy under it, without the prior written consent of the other parties. 
 19.13 Conflict with Memorandum
and Articles of Association  
  

	(a)	As between the Shareholders and parties other than the Company, this Deed prevails if there is any inconsistency between this Deed and the Memorandum and Articles.


  

	(b)	The Shareholders must take all necessary steps to amend a provision of the Memorandum and Articles which is inconsistent with this Deed if another party requests it to do so in
writing. 

  

 33 








 19.14 Counterparts  
 This Deed may be executed in any number of counterparts, all of which constitute one deed. 
 19.15 Effective Date  
 This Deed shall take effect on the date when the American depository securities representing the Company’s Shares are admitted to NASDAQ for trading. 
  

 34 








 SIGNED AS A DEED 
 by
MELCO LEISURE AND 
 ENTERTAINMENT GROUP LIMITED 
 by: 
  

			
	 /s/ Ho, Lawrence Yau Lung
	    	 /s/ Tsui Che Yin, Frank

	Signature of Director	    	Signature of Director/Secretary
		
	 Ho, Lawrence Yau Lung
	    	 Tsui Che Yin, Frank

	Name of Director (print)	    	Name of Director/Secretary (print)
		
	 Sealed AS A DEED
 by MELCO INTERNATIONAL

 DEVELOPMENT LIMITED by:
	    	
		
	 /s/ Ho, Lawrence Yau Lung
	    	 /s/ Tsui Che Yin, Frank

	Signature of Director	    	Signature of Director/Secretary
		
	 Ho, Lawrence Yau Lung
	    	 Tsui Che Yin, Frank

	Name of Director (print)	    	Name of Director/Secretary (print)

  

 35 








 SIGNED AS A DEED 
 by
PBL ASIA INVESTMENTS 
 LIMITED by: 
  

			
	 /s/ Geoff Kleemann
	    	 /s/ Anthony Klok

	Signature of Director	    	Signature of Director
		
	 Geoff Kleemann
	    	 Anthony Klok

	Name of Director (print)	    	Name of Director (print)
		
	 SIGNED AS A DEED
 by PUBLISHING
AND
 BROADCASTING LIMITED by:
	    	
		
	 /s/ John Alexander
	    	 /s/ Guy Jalland

	Signature of Director	    	Signature of Company Secretary
		
	 John Alexander
	    	 Guy Jalland

	Name of Director (print)	    	Name of Company Secretary (print)
		
	 SIGNED AS A DEED
 by MELCO PBL
ENTERTAINMENT
 (MACAU) LIMITED by:
	    	
		
	 /s/ Ho, Lawrence Yau Lung
	    	 /s/ Chung Yuk Man

	Signature of Director	    	Signature of Director
		
	 Ho, Lawrence Yau Lung
	    	 Chung Yuk Man

	Name of Director (print)	    	Name of Director (print)

  

 36 








 ATTACHMENT A 
 DICTIONARY 
 Part 1 – Definitions 
 In this Deed: 
 Acceptance Period has the meaning given to it under
clause 7.3(b). 
 Accepting Shareholder means a Shareholder who has offered to acquire any Sale Shares under clause 7.4(a). 
 Affiliate means: 
  

	(a)	in respect of MelcoSub, Melco and any Person which is directly or indirectly Controlled by Melco; 

  

	(b)	in respect of PBLSub, PBL and any Person which is directly or indirectly Controlled by PBL; and 

  

	(c)	in respect of any other Person, any further Person which is directly or indirectly Controlled by such Person. 

 Appointer has the meaning set out in clause 16. 
 Banking
Syndicate means those banking syndicates which have provided, or will provide, financing to the Company or its Subsidiaries in connection with the development of the “Crown Macau” and “City of Dreams” projects. 
 Board means the Board of Directors of the Company from time to time. 
 Business Day means a day on which banks are open for business in Hong Kong and New York but, excluding a Saturday, Sunday or public holiday. 
 Call Option has the meaning set out in clause 8.3. 
 Confidential Information means any information arising out of or in relation to
the provisions of this Deed or information about the business of the Company or the Group, or about the Company or a Group Company or a party to this Deed in connection with this Deed, but excluding any information which is in the public domain
otherwise than as a result of the wrongful disclosure by any party. 
  

 1 








 Control (including the terms controlled by and under common control with) means, in relation to any Person,
the ability of any other Person or group of Persons, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of more than 50% of the outstanding Voting Securities of such
Person, as trustee or executor, by contract or credit arrangement or otherwise. 
 CPH means Consolidated Press Holdings Limited of Level 3, 54 Park
Street, Sydney, NSW 2000. 
 Deed means, this shareholders deed entered into between the parties as of the date appearing on the first page of this
deed, as restated and amended from time to time. 
 Default Notice has the meaning set out in clause 8.2. 
 Defaulting Shareholder means a Shareholder who is in default under clause 8.1 or, if the party in default is PBL, then PBLSub and if the party is default is
Melco, then MelcoSub. 
 Definitive Document means: 
  

	(a)	this Deed; and 

  

	(b)	any other agreement between a PBL Group Company and Melco or any of its Affiliates or any Group Company. 

 Determination Date has the meaning set out in clause 8.2(e). 
 Director means a director of the Company from
time to time. 
 Dispose means to sell, transfer, assign, declare oneself a trustee of or part with the benefit of or otherwise dispose of any Share
(or any beneficial or other interest in it or any part of it) including, without limitation, to enter into a transaction in relation to the Share (or any interest in the Share) which results in a person other than the registered holder of the Share:

  

	(a)	acquiring or having any equitable or beneficial interest in the Share, including, without limitation, an equitable interest arising under a declaration of trust, an agreement for
sale and purchase or an option agreement or an agreement creating a charge or other Security Interest over the Share; or 

  

 2 









	(b)	acquiring or having any right to receive directly or indirectly any dividends or other distribution or proceeds of disposal payable in respect of the Share or any right to receive
an amount calculated by reference to any of them; or 

  

	(c)	acquiring or having any rights of pre-emption, first refusal or other direct or indirect control over the disposal of the Share; or 

  

	(d)	acquiring or having any rights of direct or indirect control over the exercise of any voting rights or rights to appoint Directors attaching to the Share; or


  

	(e)	otherwise acquiring or having legal or equitable rights against the registered holder of the Share (or against a person who directly or indirectly controls the affairs of the
registered holder of the Shares) which have the effect of placing the other person in substantially the same position as if the person had acquired a legal or equitable interest in the Share itself; 

 but excludes a transfer permitted by this Deed and excludes the creation of a Security Interest and “Disposal” shall be construed
accordingly. 
 Dispute means any dispute concerning the interpretation of this Deed or the performance, observance exercise or enjoyment of rights
and benefits and obligations arising out of this Deed. 
 Dollars, US$ means the lawful currency of the United States of America. 
 Donee has the meaning set out in clause 16. 
 Event of Default
has the meaning set out in clause 8.1. 
 Exclusive Business means a business of owning, operating or managing: 
  

	(a)	a casino; or 

  

	(b)	a gaming slots business; or 

  

	(c)	a hotel with a casino. 

  

 3 








 Fair Market Value means the value determined for the purposes of clause 8. 
 Government Agency means a government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal,
agency or entity whether foreign, federal, state, territorial or local. 
 Group means each of the Group Companies and any other company which is a
Subsidiary of any of the Group Companies. 
 Group Company means the Company and any Subsidiary of the Company from time to time Hong Kong
S.A.R. means the Hong Kong Special Administrative Region of The People’s Republic of China. 
 Immediately Available Funds means cash, bank
cheque of a bank licensed in Hong Kong or electronic transfer. 
 Independent Expert means an independent accounting firm of international standing.

 Insolvency Event means, in respect of any company, that such company has been dissolved, is unable to meet its debts as they fall due, has become
insolvent or gone into liquidation (unless such liquidation is for the purposes of a solvent reconstruction or amalgamation), entered into administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement
with creditors (other than a scheme of arrangement in respect of any company that is able to meet its debts as and when they fall due and is not otherwise insolvent), any analogous or similar procedure in any jurisdiction other than Hong Kong or any
form of procedure relating to insolvency or dissolution in any jurisdiction, but does not include a voluntary restructure in circumstances where the relevant company is able to meet its debts as and when they fall due and is not otherwise insolvent.

 Interest means an interest including any equity interest or synthetic equity interest. 
 Listing Rules means the listing rules of a Stock Exchange. 
 Macau
S.A.R. means the Macau Special Administrative Region of The People’s Republic of China. 
 Major Shareholders means: 
  

	(a)	in the case of PBL, James Packer, CPH and any Person James Packer and/or CPH Controls; and 

  

 4 









	(b)	in the case of Melco, Lawrence Yau Lung Ho and any Person he Controls. 

 Material Disposal means a Disposal (other than a Substantial Disposal) which when aggregated with any Disposals made by the relevant Shareholder would result in such shareholder having Disposed of five per cent or more of the issued
and outstanding Shares of the Company. 
 Melco Group Company means Melco and any entity Controlled by Melco. 
 Melco PBL Gaming, means “Melco PBL Gaming (Macau), Limited” in English, a company incorporated under the laws of Macau and the grantee of the
Sub-concession. 
 Melco PBL Gaming Restricted Interest means the registered interest of PBL Asia Limited in 1,800,000 class A shares of Melco PBL
Gaming. 
 Melco Regulatory Notice has the meaning set out in clause 13.2. 
 MelcoSub Transferee means a Wholly-Owned Subsidiary of MelcoSub or Melco. 
 Memorandum and Articles means the
Memorandum and Articles of Association of the Company as approved by the shareholders from time to time. 
 Non-Defaulting Shareholder means a
Shareholder who has served a Default Notice. 
 Notice of Proposed Sale has the meaning given to it under clause 7.3(a). 
 Notice to Purchase has the meaning given to it under clause 7.4(a). 
 Officer means, in relation to a body corporate, a director or secretary of that body corporate. 
 Other Shareholder means, in
relation to a Notice of Proposed Sale, the Shareholder other than the Shareholder which has issued that Notice of Proposed Sale. 
 PBL Group Company
means PBL and any entity Controlled by PBL. 
  

 5 








 PBL Regulatory Notice has the meaning set out in clause 13.1. 
 PBLSub Transferee means a Wholly-Owned Subsidiary of PBLSub or PBL. 
 Permitted Transferee means a MelcoSub Transferee or a PBLSub Transferee (as the case may be). 
 Person means any general partnership,
limited partnership, corporation, limited liability company, joint venture, trust, business trust, governmental agency, co-operative, association, individual or other entity, and the heirs, executors, administrators, legal representatives,
successors and assigns of such a person as the context may require. 
 Proportionate Share means, in relation to a Shareholder, at any time the
proportion that the number of Shares held by that Shareholder at that time bears to the total number of Shares held by the Shareholders at that time. 
 Put Option has the meaning set out in clause 8.3. 
 Regulatory Authority means any gaming regulatory authority, whether or not in the
Territory including, without limitation, the Macau S.A.R. gaming regulatory authority and the gaming regulatory authorities in Victoria (Australia), Western Australia (Australia). 
 Related Party means, in relation to any Person, any other Person who is a connected person of that Person within the meaning of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong
Limited. 
 Sale Shares means the Shares a Seller wants to Dispose of, as specified in a Notice of Proposed Sale. 
 Securities means shares, units, debentures, convertible notes, options and other equity or debt securities. 
 Securities Acts means the 1933 Securities Act and the Securities Exchange Act of 1934 of the United States of America. 
 1933 Securities Act means the Securities Act of 1933 of the United States of America, and the rules and regulations made thereon as amended and supplemented from
time to time. 
  

 6 








 Security Interest means a right, interest, power or arrangement in relation to an asset which provides security
for the payment or satisfaction of a debt, obligation or liability including under a bill of sale, mortgage, charge, lien, pledge, trust, encumbrance, power, deposit, hypothecation or arrangement for retention of title, and includes an agreement to
grant or create any of those things. 
 Seller means a Shareholder who serves a Notice of Proposed Sale. 
 Shares means the ordinary shares in the capital of the Company of US$0.01 each, and for the avoidance of doubt, include all and any shares issued in the form of
American depository securities and admitted to trading on NASDAQ. 
 Shareholder means each of MelcoSub and PBLSub. 
 Stock Exchange means the Australian Stock Exchange, the Hong Kong Stock Exchange, the NASDAQ National Market or any other public securities market in any country.

 Subconcession means the binding trilateral agreement entered into by and between the Macau S.A.R., Wynn Resorts (Macau) Limited (as concessionaire
for the operation of casino games of chance and other casino games in the Macau S.A.R., under the terms of the 24th June, 2002 concession contract by and between the Macau. S.A.R. and Wynn Resorts (Macau) Limited) and Melco PBL Gaming,
comprising a set of instruments from which shall flow an integrated web of rights, duties and obligations by and for all and each of the Macau S.A.R., Wynn Resorts (Macau) Limited and Melco PBL Gaming (the nominative administrative contract known as
the subconcession contract for the operation of casino games of chance and other casino games in the Macau S.A.R., executed by Wynn Resorts (Macau) Limited and Melco PBL Gaming, to be the most significant instrument thereof,) pursuant to the terms
of which Melco PBL Gaming is to exploit casino games of chance and other casino games in the Macau S.A.R. as an autonomous subconcessionaire in relation to Wynn Resorts (Macau) Limited. 
 Subsidiary has the same meaning as in the Section 2 of the Companies Ordinance (Chapter 32 of the laws of Hong Kong). 
 Substantial Disposal means a Disposal including Disposals which are part of a series of transactions, which would result in the aggregate interests of the Shareholders in the Shares being reduced to an extent that consent from the
Banking Syndicate is required to effect such Disposal or that the Company and/or the Shareholders would be deemed to be in breach of the terms of any arrangements with the Banking Syndicate. 
  

 7 








 Tag Along Notice has the meaning set out in clause 7.6(a). 
 Territory means Macau S.A.R.. 
 Transfer Securities has the
meaning set out in clause 8.4(b). 
 Transferee has the meaning set out in clause 8.4(a). 
 Transferor has the meaning set out in clause 8.4(a). 
 Voting
Securities means shares or other interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of the corporation or other legal entity, or the holding of which (or the holding
of a specified number or percentage or which) gives rise to rights to appoint directors or shareholders of such a governing body. 
 Wholly-Owned
Subsidiary means, in respect of a body corporate, a body corporate: 
  

	(a)	in which at least 99.99% of the shares and Securities and all rights to subscribe for any shares or Securities are ultimately legally and beneficially owned directly or indirectly
by this first body corporate; and 

  

	(b)	which is Controlled by that first body corporate. 

 Part
2 - Interpretation 
  

	(a)	In this Deed unless the context otherwise requires: 

  

	 	(i)	words importing the singular include the plural and vice versa; 

  

	 	(ii)	words which are gender neutral or gender specific include each gender; 

  

	 	(iii)	other parts of speech and grammatical forms of a word or phrase defined in this Deed have a corresponding meaning; 

  

	 	(iv)	an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a Government Agency;


  

 8 









	 	(v)	a reference to a thing (including, but not limited to, a chose-in-action or other right) includes a part of that thing; 

  

	 	(vi)	a reference to a clause, party, schedule or attachment is a reference to a clause of this Deed, and a party, schedule or attachment to, this Deed and a reference to this Deed
includes a schedule and attachment to this Deed; 

  

	 	(vii)	a reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law judgment, rule of common law or equity or a rule of an
applicable stock exchange and is a reference to that law as amended, consolidated or replaced; 

  

	 	(viii)	a reference to a document includes all amendments or supplements to that document, or replacements or novations of it; 

  

	 	(ix)	a reference to a party to a document includes that party’s successors and permitted assigns; 

  

	 	(x)	an agreement on the part of two or more persons binds them jointly and severally; 

  

	 	(xi)	a reference to include, includes, including and like terms is to be construed without limitation; and 

  

	 	(xii)	a reference to an agreement, other than this Deed, includes an undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing.


  

	(b)	Where the day on or by which something must be done is not a Business Day, that thing must be done on or by the next Business Day. 

  

	(c)	Headings are for convenience only and do not affect the interpretation of this Deed. 

  

	(d)	This Deed may not be construed adversely to a party just because that party prepared the Deed. 

  

	(e)	A term or expression starting with a capital letter which is defined in this Dictionary, has the meaning given to it in this Dictionary. 

  

 9 








 ATTACHMENT B 
 PRINCIPLES FOR DETERMINATION OF FAIR MARKET VALUE 
 The Independent Expert must determine the Fair Market Value of
the Company (for the purposes of clause 8) as at the Determination Date on the following assumptions and bases: 
  

	(a)	if the Company is then carrying on business as a going concern, on the assumption that it is to continue to do so; 

  

	(b)	the Company is valued as a whole and on a stand alone basis (but including the value of any investments the Company holds in other entities) without reference to any indirect
benefits a transferring Shareholder may receive from the Company other than through its shareholding; 

  

	(c)	that the Shares are capable of being transferred without restriction and have no special rights attached to them and that any transaction in relation to shares is treated on an
arm’s length basis between a willing but not anxious seller and a willing but not anxious buyer; 

  

	(d)	if requested by the Non-Defaulting Shareholder, not taking into account the relevant Event of Default in relation to the Defaulting Shareholder; 

  

	(e)	without reference to any synergistic benefits which an acquirer might obtain from becoming the holder of all of the Shares; 

  

	(f)	with regard to the historical financial performance of the Company and the profit, strategic positioning, future prospects and undertaking of the business of the Company, and the
trading price of the Company’s Shares as quoted on NASDAQ; 

  

	(g)	disregarding any diminution in value of the Company as a result of any transfer of Shares; and 

  

	(h)	taking into account any other matter (not inconsistent with the above) which the Independent Expert considers is appropriate. 

  

 10 








 ATTACHMENT C 
 DEED POLL 
 Form of Deed Poll under Clause 7.1(c) 
 This Deed Poll is made on [DATE] by [Permitted Transferee] in favour of each party to the Shareholders Deed among [Insert parties]
as amended (Deed). 
 [Permitted Transferee] covenants as follows: 
  

	1.	Scope 

 This Deed Poll relates to Clauses 7.1(c) of
the Deed. Words which have a meaning in the Deed have the same meanings when used in this Deed Poll except where the contrary intention appears. 
  

	2.	Accession 

 [Permitted Transferee]
acknowledges and agrees for the benefit of the parties to the Deed that, effective from the [date of transfer], it shall be bound by the Deed as if: 
  

	 	(i)	it was [Disposing Shareholder]; 

  

	 	(ii)	references to [Disposing Shareholder] include references to it; and. 

  

	 	(iii)	If [Permitted Transferee] ceases to be a Wholly-Owned Subsidiary of [Disposing Shareholder], it must transfer all its Shares to [Disposing
Shareholder] or a Wholly-Owned Subsidiary of [Disposing Shareholder] in accordance with clause 7.1(c) of the Deed. 

  

	3.	Deed Poll 

 This Deed Poll is executed as a Deed
Poll. Each party to the Deed has the benefit of, and is entitled to enforce this Deed Poll, in accordance with its terms. 
  

	4.	Governing Law 

  

	 	(a)	This Deed is governed by the laws of Hong Kong. 

  

	 	(b)	[Permitted Transferee] irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of, or exercising jurisdiction in, Hong Kong, for
determining any dispute concerning this Deed Poll or the transactions contemplated by this Deed Poll. [Permitted Transferee] waives any right it has to object to an action being brought in those courts including, but not limited to,
claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction. 

  

 11 








 [Permitted Transferee] irrevocably appoints [insert agent’s name and address in
Hong Kong] as its agent to receive service of process in any legal action or proceedings related to this agreement in the courts of Hong Kong. 
 EXECUTED and delivered as a Deed Poll in [insert place]. 
  

			
	Executed for and on behalf of [Permitted Transferee] by:	    	
		
	  
	    	  

	Director Signature	    	Director/Secretary Signature
		
	  
	    	  

	Print Name	    	Print Name

  

 12