(THE "EXCHANGE ACT")), GREATER THAN FIFTY PERCENT (50%) OF
THE VOTING SHARES OR OTHER CAPITAL INTEREST OF SUCH SPECIFIED PERSON, (II) ANY
OTHER PERSON OF WHOM GREATER THAN FIFTY PERCENT (50%) OF THE VOTING SHARES OR
OTHER CAPITAL INTEREST IS OWNED BY (DIRECTLY OR INDIRECTLY), INDIVIDUALLY OR AS
PART OF A GROUP (AS DETERMINED PURSUANT TO RULE 13D-5 UNDER THE EXCHANGE ACT, BY
SUCH PERSON, AND (III) ANY OTHER PERSON CONTROLLING, CONTROLLED BY OR UNDER
COMMON CONTROL WITH SUCH PERSON.
1.2
"CALL FAIR MARKET VALUE" PER ORDINARY SHARE SHALL BE EQUAL TO THE
AMOUNT DETERMINED BY [*].
1.3
"FULLY DILUTED ORDINARY SHARES" SHALL MEAN THE COMPANY'S
OUTSTANDING ORDINARY SHARES AND ORDINARY SHARES ISSUED OR ISSUABLE UPON
CONVERSION OF ANY OF THE COMPANY'S OUTSTANDING PREFERENCE SHARES, OR UPON
EXERCISE OF OUTSTANDING RIGHTS, OPTIONS AND WARRANTS TO ACQUIRE ORDINARY SHARES
AND ANY OTHER ORDINARY SHARE EQUIVALENTS.
1.4
"PUT FAIR MARKET VALUE" PER ORDINARY SHARE SHALL BE EQUAL TO THE
AMOUNT DETERMINED BY [*].
1.5
"QUALIFIED IPO" SHALL MEAN A FIRM COMMITMENT INITIAL PUBLIC
OFFERING BY THE COMPANY OF ITS ORDINARY SHARES PURSUANT TO A REGISTRATION
STATEMENT UNDER THE UNITED STATES SECURITIES ACT (I) WITH AN AGGREGATE OFFERING
PRICE OF AT LEAST FIFTY MILLION UNITED STATES DOLLARS (U.S.$50,000,000) AND (II)
AT A PER SHARE PRICE EQUAL TO AT LEAST U.S.$3.00 (SUBJECT TO ADJUSTMENT FOR
SHARE DIVIDENDS, RECAPITALIZATIONS, SPLITS AND SIMILAR EVENTS).
1.6
[*]
1.7
"SECURITIES ACT" SHALL MEAN THE SECURITIES ACT OF 1933, AS AMENDED.
* CONFIDENTIAL
2
SECTION 2.
PROPOSED TRANSFERS BY THE SHAREHOLDERS.
2.1
PROHIBITIONS.
(A)
PROHIBITIONS DURING STANDSTILL PERIOD.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, WITHIN THREE (3) YEARS FROM THE DATE OF THIS AGREEMENT (THE
"STANDSTILL PERIOD"), NO SHAREHOLDER MAY PURCHASE, SELL OR TRANSFER HIS, HER OR
ITS ORDINARY SHARES, OR ANY OPTIONS, WARRANTS, OR OTHER SECURITIES OF ANY TYPE
WHATSOEVER THAT ARE CONVERTIBLE INTO ORDINARY SHARES.
ORDINARY SHARES AND ANY
OPTIONS, WARRANTS OR OTHER SECURITIES OF ANY TYPE WHATSOEVER THAT ARE
CONVERTIBLE INTO ORDINARY SHARES ARE SOMETIMES COLLECTIVELY REFERRED TO AS
"EQUITY SECURITIES".
(B)
OTHER PROHIBITIONS.
EXCEPT FOR THE INVESTOR AND ITS AFFILIATES,
NO SHAREHOLDER THAT IS NOT A NATURAL PERSON MAY PERMIT THE TRANSFER OF ANY
EQUITY SECURITIES OR OTHER INTERESTS IN SUCH SHAREHOLDER AT ANY TIME.
2.2
RIGHT OF FIRST REFUSAL.
(A)
TRANSFER NOTICE.
EXCEPT IN THE CASE OF THE SPECIFIED REDEMPTION
(AS DEFINED BELOW), IF AT ANY TIME AFTER THE END OF THE STANDSTILL PERIOD, ANY
SHAREHOLDER (THE "SELLING SHAREHOLDER") PROPOSES, DIRECTLY OR INDIRECTLY, TO
TRANSFER BY SALE, ASSIGNMENT OR GIFT ANY ORDINARY SHARES OR ANY OTHER EQUITY
SECURITIES TO ONE OR MORE THIRD PARTIES PURSUANT TO AN UNDERSTANDING WITH SUCH
THIRD PARTIES (A "TRANSFER"), THEN THE SELLING SHAREHOLDER SHALL GIVE THE
COMPANY AND THE OTHER SHAREHOLDERS (THE "NON-SELLING SHAREHOLDERS"), WRITTEN
NOTICE OF THE SELLING SHAREHOLDER'S INTENTION TO MAKE THE TRANSFER (THE
"TRANSFER NOTICE"), WHICH TRANSFER NOTICE SHALL INCLUDE (I) A DESCRIPTION OF THE
EQUITY SECURITIES TO BE TRANSFERRED (THE "OFFERED SHARES"), (II) THE IDENTITY OF
THE PROSPECTIVE TRANSFEREE(S) AND (III) THE CONSIDERATION AND