AS
FOLLOWS:
(A)
WPTE IS ENTITLED TO APPOINT AT ITS
DISCRETION FROM TIME TO TIME AN OBSERVER (THE "OBSERVER") WHO MAY ATTEND ALL OF
THE MEETINGS OF THE BOARD OR ANY COMMITTEE THEREOF (SUCH RIGHT, AN "OBSERVATION
RIGHT");
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(B)
THE OBSERVER WILL RECEIVE NOTICE OF ALL
MEETINGS OF THE BOARD AND ALL OTHER COMMUNICATIONS, MINUTES, INFORMATION,
FINANCIAL REPORTS AND MATERIALS FURNISHED FROM TIME TO TIME TO MEMBERS OF THE
BOARD, AS IF SUCH OBSERVER WAS A MEMBER OF THE BOARD, INCLUDING MATERIAL
DISTRIBUTED BEFORE, DURING AND AFTER MEETINGS OF THE BOARD;
(C)
THE OBSERVER MAY ATTEND THE BOARD MEETINGS
WITHOUT THE RIGHT TO VOTE AS A MEMBER OF THE BOARD OR ANY OTHER RIGHTS OR
OBLIGATIONS AND DUTIES OF A MEMBER OF THE BOARD. THE OBSERVATION RIGHTS GRANTED
PURSUANT TO THIS AGREEMENT SHALL TERMINATE UPON THE FIRST TO OCCUR OF (I) THE
DATE ON WHICH WPTE CEASES TO BE A HOLDER OF AT LEAST 50% OF THE NUMBER OF
INVESTOR SHARES PURCHASED BY WPTE AS OF TODAY'S DATE, OR (II) THE DATE OF WPTE'S
WRITTEN NOTICE TO THE COMPANY OF ITS TERMINATION OF ITS OBSERVATION RIGHTS.
6.
ACCOUNTING AND ADMINISTRATION
6.1
FINANCIAL INFORMATION.
THE COMPANY SHALL
DISTRIBUTE TO THE MAJOR INVESTORS AND THE BVP DIRECTORS:
(A)
ANNUAL, QUARTERLY, AND MONTHLY FINANCIAL
STATEMENTS, AND OTHER INFORMATION AS DETERMINED BY THE BOARD;
(B)
WITHIN 30 DAYS OF THE END OF EACH FISCAL
YEAR, A COMPREHENSIVE OPERATING BUDGET FORECASTING THE COMPANY'S REVENUES,
EXPENSES, AND CASH POSITION ON A MONTH-TO-MONTH BASIS FOR THE UPCOMING FISCAL
YEAR;
(C)
PROMPTLY FOLLOWING THE END OF EACH QUARTER
AN UP-TO-DATE CAPITALISATION TABLE; AND
(D)
SUCH OTHER INFORMATION READILY AVAILABLE TO
THE COMPANY AS A MAJOR INVESTOR AND/OR BVP DIRECTOR MAY FROM TIME TO TIME
REASONABLY REQUIRE.
6.2
INSPECTION OF BOOKS AND RECORDS.
EACH OF
THE MAJOR INVESTORS AND THEIR AUTHORISED REPRESENTATIVES SHALL HAVE THE RIGHT TO
INSPECT THE COMPANY'S PREMISES AND TO EXAMINE THE SEPARATE BOOKS AND RECORDS OF
THE COMPANY ON REASONABLE NOTICE DURING NORMAL BUSINESS HOURS AND SHALL HAVE THE
RIGHT (AT THEIR OWN EXPENSE) TO TAKE AWAY COPIES OF OR EXTRACTS FROM ALL SUCH
BOOKS AND RECORDS. THE COMPANY SHALL ALSO SUPPLY THE MAJOR INVESTORS WITH ALL
INFORMATION RELATING TO THE BUSINESS AFFAIRS AND FINANCIAL POSITION OF THE
COMPANY AS THE MAJOR INVESTORS MAY FROM TIME TO TIME REASONABLY REQUIRE.
6.3
AUDITED ACCOUNTS.
IF REQUESTED BY THE
BOARD, THE COMPANY SHALL PROCURE THAT ITS ANNUAL FINANCIAL STATEMENTS ARE
PREPARED IN US GAAP BY AN ACCOUNTING FIRM OF INTERNATIONAL STANDING.
7.
DIRECTORS
7.1
BOARD COMPOSITION.
THE MAXIMUM NUMBER OF
DIRECTORS OF THE COMPANY SHALL BE FIVE, COMPRISING OF:
(A)
TWO BVP DIRECTORS;
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(B)
THE FOUNDER;
(C)
THE ORDINARY DIRECTOR;
(D)
ONE OTHER PERSON MUTUALLY AGREEABLE TO THE
OTHER BOARD MEMBERS.
7.2
APPOINTMENT OF BVP DIRECTORS.
WHILST AND SO
LONG AS THIS AGREEMENT IS IN FORCE AND BVP AND/OR ITS AUTHORISED REPRESENTATIVES
HOLDS SHARE CAPITAL OF THE COMPANY, BVP SHALL BE ENTITLED TO APPOINT TWO PERSONS
TO THE BOARD (AND AS MEMBERS OF