PAY (IN PROPORTION TO THE WPTE SALE
SHARES PURCHASED BY THEM) HALF OF THE REASONABLE EXPENSES OF THE THIRD PARTY
NAMED IN THE PUT NOTICE IN
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CONNECTION WITH ITS EVALUATION OF THE PURCHASE OF THE WPTE SALE SHARES, EXCEPT
TO THE EXTENT THAT WPTE WOULD NOT OTHERWISE BE RESPONSIBLE FOR SUCH EXPENSES.
IN THE EVENT THAT SUCH SHAREHOLDERS ARE NOT WILLING TO PURCHASE SOME OR ALL OF
SUCH SHARES, WPTE MAY TRANSFER THE WPTE SALE SHARES TO THE THIRD PARTY NOMINATED
IN THE PUT NOTICE AT THE WPTE SALE SHARES PRICE BUT NOT OTHERWISE. THE PARTIES
AGREE AND ACKNOWLEDGE THAT THE RIGHT OF FIRST REFUSAL PROVISIONS CONTAINED IN
CLAUSE 8 OF THE COMPANY'S ARTICLES OF ASSOCIATION WILL NOT APPLY TO THE SALE OF
ANY WPTE SALE SHARES PURSUANT TO THIS CLAUSE 18.3.
19.
COSTS
19.1
AT AND CONDITIONAL UPON COMPLETION, THE COMPANY
SHALL PAY THE REASONABLE LEGAL AND OTHER COSTS OF THE INVESTORS IN CONNECTION
WITH THE NEGOTIATION, PREPARATION AND EXCHANGE OF THIS AGREEMENT AND THE MATTERS
REFERRED TO HEREIN.
19.2
THE COMPANY SHALL PAY TO THE INVESTORS ON DEMAND:
(A)
ALL COSTS AND EXPENSES (INCLUDING LEGAL,
ADMINISTRATIVE AND OUT-OF-POCKET EXPENSES AND ANY RELATED VALUE ADDED TAX)
REASONABLY AND PROPERLY INCURRED BY THE INVESTORS IN CONNECTION WITH THE
AMENDMENT OF THIS AGREEMENT; AND
(B)
ALL COSTS AND EXPENSES (INCLUDING LEGAL AND
OUT-OF-POCKET EXPENSES AND VALUER'S FEES AND ANY RELATED VALUE ADDED TAX)
REASONABLY AND PROPERLY INCURRED BY THE INVESTORS IN CONTEMPLATION OF, OR
OTHERWISE IN CONNECTION WITH, THE ENFORCEMENT OF ANY RIGHTS UNDER THIS
AGREEMENT.
20.
ANNOUNCEMENTS AND CONFIDENTIALITY
20.1
AGREEMENT CONFIDENTIAL.
THE TERMS OF THIS
AGREEMENT AND ALL RELATED DOCUMENTS AND THE NEGOTIATIONS RELATING THERETO ARE
STRICTLY CONFIDENTIAL AND NO DISCLOSURE RELATING THERETO SHALL BE MADE OR ISSUED
BY OR ON BEHALF OF ANY PARTY TO THIS AGREEMENT TO ANY THIRD PARTY (OTHER THAN
ITS PROFESSIONAL ADVISERS OR BANKERS OR BY WPTE TO THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION") IN CONNECTION WITH ITS REQUIRED FILINGS WITH THE
COMMISSION) EXCEPT IN THE TERMS AND AT THE TIME AGREED BY THE PARTIES, BUT SUCH
AGREEMENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
20.2
PERMITTED DISCLOSURES.
THE PROVISIONS OF CLAUSE
11.2 SHALL APPLY MUTATIS MUTANDIS IN RELATION TO THE OBLIGATIONS OF THE PARTIES
UNDER CLAUSE 20.
21.
TERMINATION
21.1
EFFECT OF SHARE TRANSFER.
THIS AGREEMENT SHALL
(SUBJECT TO CLAUSES 11, 17.4, 18, 20 AND 21.2) CEASE TO BIND ANY PARTY HERETO
WHICH CEASES TO OWN ANY SHARES WITH EFFECT FROM THE DATE ON WHICH THE TRANSFEREE
OF THAT PARTY'S SHARES ASSUMES ALL OF THAT SHAREHOLDERS' OBLIGATIONS UNDER THIS
AGREEMENT UNLESS IT IS AGREED BY THE PARTIES THAT SUCH ASSUMPTION IS
UNNECESSARY.
21.2
CONTINUING EFFECT.
THE TERMS OF THIS AGREEMENT
SHALL, NOTWITHSTANDING ITS TERMINATION, CONTINUE TO BIND THE PARTIES HERETO
THEREAFTER TO SUCH EXTENT AND FOR SO
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LONG AS MAY BE NECESSARY TO GIVE EFFECT TO THE RIGHTS AND OBLIGATIONS EMBODIED
IN THIS AGREEMENT.
21.3
TERMINATION OF AGREEMENT.
UPON THE COMPLETION OF
AN EXIT, THIS AGREEMENT SHALL TERMINATE