OR PURCHASERS ANY OFFERED SHARES UNLESS AND UNTIL,
SIMULTANEOUSLY WITH SUCH SALE, THE SELLING SHAREHOLDER SHALL PURCHASE SUCH
SHARES OR OTHER SECURITIES FROM THE NON-SELLING SHAREHOLDER.
TO THE EXTENT THAT
A NON-SELLING SHAREHOLDER ELECTS TO PURCHASE ANY OF THE OFFERED SHARES COVERED
IN THE TRANSFER NOTICE DIRECTLY FROM THE SELLING SHAREHOLDER, THEN SUCH SELLING
SHAREHOLDER SHALL WITHIN NINETY (90) DAYS OF THE DATE OF THE TRANSFER NOTICE
(OR, IF EARLIER, SIMULTANEOUS WITH THE CONSUMMATION OF THE SALE OF THE OFFERED
SHARES PURSUANT TO THE TERMS AND CONDITIONS SPECIFIED IN THE TRANSFER NOTICE)
DELIVER CERTIFICATE(S) FOR SUCH SHARES TO THE NON-SELLING SHAREHOLDER WHO SHALL
DELIVER TO THE SELLING SHAREHOLDER THE CONSIDERATION OF THE TYPE AND ON THE
TERMS SET FORTH IN THE TRANSFER NOTICE.
SECTION 3.
EXEMPT TRANSFERS; PROHIBITIONS.
3.1
CERTAIN TRANSFERS.
THE PROVISIONS OF SECTION 2 SHALL NOT APPLY
TO:
(A) ANY TRANSFER OF EQUITY SECURITIES TO THE ANCESTORS, DESCENDANTS,
SIBLINGS OR SPOUSE OF A SHAREHOLDER, OR TO TRUSTS, FAMILY LIMITED PARTNERSHIPS
OR SIMILAR ESTATE PLANNING ENTITIES FOR THE BENEFIT OF SUCH PERSONS INCLUDING
SUCH SHAREHOLDER; (B) ANY TRANSFER OF EQUITY SECURITIES TO A SUBSIDIARY,
AFFILIATE, PARENT, PARTNER, LIMITED PARTNER, RETIRED PARTNER, MEMBER, RETIRED
MEMBER OR SHAREHOLDER OF A HOLDER OF EQUITY SECURITIES, AND (C) ANY BONA FIDE
GIFT, PROVIDED THAT, IN ANY SUCH CASE DESCRIBED IN (A) THROUGH (C) ABOVE THE
SHAREHOLDER GIVES THE BOARD OF DIRECTORS OF THE COMPANY PRIOR WRITTEN NOTICE OF
SUCH TRANSFER OR GIFT AND THE TRANSFEREE OR DONEE SHALL FIRST FURNISH THE
COMPANY WITH A WRITTEN AGREEMENT, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO
THE BOARD OF DIRECTORS, TO BE BOUND BY AND COMPLY WITH ALL PROVISIONS OF THIS
AGREEMENT AS WELL AS THE TERMS OF ANY OTHER RESTRICTIVE AGREEMENT TO WHICH SUCH
EQUITY SECURITIES ARE SUBJECT.
SUCH TRANSFERRED EQUITY SECURITIES SHALL REMAIN
"EQUITY SECURITIES" HEREUNDER, AND SUCH PLEDGEE, TRANSFEREE OR DONEE SHALL BE
TREATED AS A "SHAREHOLDER" FOR PURPOSES OF THIS AGREEMENT.
3.2
PUBLIC OFFERING; COMPANY TRANSFERS.
NOTWITHSTANDING THE FOREGOING,
THE PROVISIONS OF SECTION 2 SHALL NOT APPLY TO THE SALE OF ANY EQUITY SECURITIES
(A) TO THE PUBLIC IN A QUALIFIED IPO; OR (B) TO THE COMPANY, INCLUDING BUT NOT
LIMITED TO THE SALE TO THE COMPANY OF 15,970,750 ORDINARY SHARES FROM
SHAREHOLDERS AT AN AGGREGATE PURCHASE PRICE OF THIRTY FIVE MILLION UNITED STATES
DOLLARS (U.S.$35,000,000) AND A PURCHASE PRICE PER SHARE EQUAL TO THE PURCHASE
PRICE PER SHARE PAYABLE BY THE INVESTOR UNDER THE PURCHASE AGREEMENT (THE
"SPECIFIED REDEMPTION").
3.3
PROHIBITED TRANSFERS.
NO EXISTING SHAREHOLDER SHALL EITHER
DIRECTLY OR INDIRECTLY, SELL, ASSIGN, MORTGAGE, TRANSFER, PLEDGE, CREATE A
SECURITY INTEREST IN OR LIEN UPON, ENCUMBER, GIVE, PLACE IN TRUST, HYPOTHECATE,
OR OTHERWISE IN ANY MANNER VOLUNTARILY OR INVOLUNTARILY DISPOSE OF, ANY OR ALL
OF ITS ORDINARY SHARES OR ANY OTHER EQUITY SECURITIES EXCEPT AND ONLY TO THE
EXTENT EXPRESSLY PERMITTED BY THE PROVISIONS OF SECTION 2, SECTIONS 3.1 AND 3.2,
SECTION 4 AND SECTION 5.
5
SECTION 4.
PROHIBITED TRANSFERS; EFFECT OF BREACH.
4.1
PUT OPTION RIGHT.
IN THE EVENT A