"PUT OPTION"), EXERCISABLE AT ANY TIME DURING THE
6
EIGHTEEN (18) MONTH PERIOD IMMEDIATELY FOLLOWING THE THIRD ANNIVERSARY OF THE
DATE OF THIS AGREEMENT (THE "EXERCISE PERIOD"), TO CAUSE THE INVESTOR TO
PURCHASE ALL, BUT NOT LESS THAN ALL, OF EACH AND EVERY EXISTING SHAREHOLDER'S
ORDINARY SHARES (THE "PUT OPTION SHARES") FOR THE PUT FAIR MARKET VALUE.
5.2
EXERCISE OF PUT OPTION.
THE PUT OPTION MUST BE EXERCISED BY EACH
AND EVERY EXISTING SHAREHOLDER, IF AT ALL, DURING THE EXERCISE PERIOD ONLY BY
THE DELIVERY DURING THE EXERCISE PERIOD OF A WRITTEN NOTICE, SIGNED BY ALL OF
THE EXISTING SHAREHOLDERS, TO THE COMPANY AND THE INVESTOR (THE "PUT OPTION
NOTICE") SPECIFYING THE (I) EXERCISE OF THE PUT OPTION, (II) THE PUT FAIR MARKET
VALUE AND (III) THE PROPOSED DELIVERY DATE OF THE PUT OPTION SHARES WHICH SHALL
BE AT LEAST TWENTY (20) DAYS FROM THE DATE OF THE PUT OPTION NOTICE (THE "PUT
OPTION CLOSING DATE").
IN THE EVENT THE PUT OPTION IS NOT EXERCISED DURING THE
EXERCISE PERIOD IN ACCORDANCE WITH THE TERMS HEREOF, THE PUT OPTION SHALL
AUTOMATICALLY EXPIRE AND BE OF NO FORCE OR EFFECT.
5.3
PUT OPTION CLOSING.
UPON THE EXISTING SHAREHOLDERS' ELECTION TO
EXERCISE THE PUT OPTION, ON THE PUT OPTION CLOSING DATE EACH EXISTING
SHAREHOLDER SHALL DELIVER (A) THE SHARE CERTIFICATE OR CERTIFICATES AND A DULY
EXECUTED STOCK POWER IN FAVOR OF THE INVESTOR OR ITS DESIGNEE REPRESENTING THE
PUT OPTION SHARES TO THE INVESTOR AND (B) A DULY EXECUTED ORDINARY SHARES
PURCHASE AGREEMENT IN SUBSTANTIALLY THE FORM OF THE PURCHASE AGREEMENT (THE "PUT
PURCHASE AGREEMENT"), CONTAINING, AMONG OTHER THINGS, (I) REPRESENTATIONS AND
WARRANTIES OF THE COMPANY AND THE INVESTOR WHICH SHALL SPEAK ON AND AS OF THE
DATE OF SIGNING AND CLOSING OF SUCH TRANSACTION AND SHALL IN OTHER RESPECTS BE
IDENTICAL TO THE REPRESENTATIONS AND WARRANTIES PROVIDED IN SECTION 2 OF THE
PURCHASE AGREEMENT AND REPRESENTATIONS AND WARRANTIES PROVIDING THAT UPON
DELIVERY OF THE PUT OPTION SHARES THE INVESTOR SHALL ACQUIRE GOOD, VALID AND
MARKETABLE TITLE TO THE PUT OPTION SHARES FREE AND CLEAR OF ANY LIENS, CLAIMS OR
ENCUMBRANCES IMPOSED BY ANY ACTION OR OMISSION OF THE EXISTING SHAREHOLDERS OR
THE COMPANY, PROVIDED, HOWEVER, THAT (X) THE SCHEDULE OF EXCEPTIONS THERETO
SHALL BE UPDATED TO REFLECT THE THEN-CURRENT SITUATION OF THE COMPANY AND ITS
SUBSIDIARIES, AND (Y) THE FINANCIAL INFORMATION SHALL REFLECT THE TWO MOST
RECENT FISCAL YEARS PLUS THE MOST RECENT PRACTICABLE INTERIM PERIOD, (II)
AGREEMENTS AND INDEMNITIES OF THE COMPANY, THE EXISTING SHAREHOLDERS AND THE
INVESTOR IDENTICAL TO THOSE PROVIDED IN SECTIONS 6 AND 7 OF THE PURCHASE
AGREEMENT AND (III) COVENANTS PROHIBITING THE EXISTING SHAREHOLDERS AND THEIR
AFFILIATES FROM DIRECTLY OR INDIRECTLY (X) COMPETING IN OR INTO THE PEOPLES
REPUBLIC OF CHINA AND ANY OTHER COUNTRIES IN WHICH OR INTO WHICH THE COMPANY OR
ITS SUBSIDIARIES CONDUCTS BUSINESS OR (Y) SOLICITING, SERVICING OR HIRING ANY
THEN-CURRENT OR FORMER CLIENTS OR EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES,
IN EACH CASE FOR A PERIOD OF TWENTY-FOUR (24) MONTHS