TO
SATISFY WITHIN 30 DAYS OF SUCH CLAIM FALLING DUE, REQUIRE THAT THE SAME BE
SATISFIED IN WHOLE OR IN PART BY THE ISSUE OR TRANSFER (AS THE CASE MAY BE) TO
THE INVESTOR CREDITED AS FULLY PAID UP (AT A SUBSCRIPTION PRICE EQUAL TO THE
FAIR MARKET PRICE THEREOF) OF FURTHER PREFERENCE SHARES IN THE COMPANY, OR IN
THE CASE OF TRANSFERS FROM THE FOUNDER, ORDINARY SHARES, HAVING A VALUE AS
NEARLY AS MAY BE TO THE AMOUNT TO BE THEREBY SATISFIED.
EACH OF THE
SHAREHOLDERS AND THE DIRECTORS SHALL DO ALL THINGS WITHIN THEIR CONTROL
NECESSARY TO PROCURE THE CREATION AND ISSUE OF ANY SHARES IN THE COMPANY TO BE
ISSUED PURSUANT TO THIS CLAUSE AND EACH OF THEM HEREBY IRREVOCABLY WAIVES AND
UNDERTAKES TO DO ALL THINGS WITHIN ITS POWER TO PROCURE THE WAIVER OF ALL
PRE-EMPTION OR ANY OTHER SIMILAR RIGHTS IN RELATION THERETO AND IN RELATION TO
ANY TRANSFERS OF SHARES BY THE FOUNDER.
THE SUBSCRIPTION PRICE FOR SUCH SHARES
OR CONSIDERATION FOR THE TRANSFER OF SUCH SHARES SHALL BE SATISFIED BY SETTING
OFF AND EXTINGUISHING THE LIABILITY OF THE COMPANY OR THE FOUNDER (AS THE CASE
MAY BE) TO THE INVESTORS THEREBY SATISFIED.
11.
RESTRICTIONS
11.1
NON-DISCLOSURE OF BUSINESS INFORMATION.
WITHOUT
PREJUDICE TO ITS COMMON LAW DUTIES, AND NOTWITHSTANDING CLAUSE 7.5, NO PARTY TO
THIS AGREEMENT (OTHER THAN THE COMPANY) SHALL AT ANY TIME AFTER THE DATE OF THIS
AGREEMENT DISCLOSE OR MAKE AVAILABLE TO ANY PERSON OR USE FOR ANY PURPOSE OF
HIMSELF OR ANY OTHER PERSON ANY BUSINESS INFORMATION WHICH HAS BEEN, OR IS AFTER
THE DATE OF THIS AGREEMENT, DEVELOPED, APPLIED OR USED IN OR WHICH IN ANY WAY
RELATES TO ANY BUSINESS OR ACTIVITY OR AFFAIRS OF THE COMPANY OR ANY
SHAREHOLDER.
11.2
PERMITTED DISCLOSURE OF BUSINESS INFORMATION.
CLAUSE 11.1 DOES NOT APPLY TO ANY BUSINESS INFORMATION WHICH IS NOT CONFIDENTIAL
OR WHICH IS ALREADY IN THE PUBLIC DOMAIN OTHER THAN FOLLOWING A BREACH BY THE
DISCLOSING PARTY OF CLAUSE 11.1 OR WHICH IS DISCLOSED:
(A)
TO A COURT, GOVERNMENTAL, OFFICIAL OR
REGULATORY AUTHORITY OR TO INSPECTORS OR OTHERS AUTHORISED BY SUCH AN AUTHORITY
OR BY OR UNDER ANY LEGISLATION TO CARRY OUT ANY ENQUIRIES OR INVESTIGATION; OR
18
(B)
TO THE EMPLOYEES OR PROFESSIONAL ADVISERS OF
ANY PARTY IF IT APPEARS NECESSARY OR REASONABLE FOR SUCH PERSONS TO OBTAIN THE
SAME FOR THE PURPOSE OF DISCHARGING THEIR RESPONSIBILITIES; OR
(C)
IN CONNECTION WITH ANY PROCEEDINGS ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
provided always that the disclosing party shall use its best endeavours to
procure that any Business Information so disclosed is kept confidential by the
person to whom it is disclosed.
12.
COVENANT
The Company hereby covenants to BVP and WPTE that at all times following the
date of this Agreement, the Company shall conduct the Business in accordance
with (i) the Gaming Legislation and (ii) the Code of Conduct.
13.
INDEMNITIES
13.1
IN THE EVENT THAT THE COMPANY BREACHES THE
COVENANT AT CLAUSE 12