TO
THE APPLICABLE SUB-ARTICLE OF THIS ARTICLE 4.2(O), ALL OF THE FOLLOWING
EFFECTIVE CONTRACTS, WHETHER WRITTEN OR ORAL, OR UNDERSTANDINGS, TO WHICH VALIN
MPM IS A PARTY OR BY WHICH VALIN MPM OR ITS ASSETS OR PROPERTIES ARE BOUND
(COLLECTIVELY, THE "MATERIAL CONTRACTS"):
(I)
CONTRACTS WITH ANY CHINESE PARTY OR ANY CURRENT OR
FORMER OFFICER, DIRECTOR, STOCKHOLDER OR AFFILIATE OF VALIN MPM OR ANY CHINESE
PARTY;
(II)
CONTRACTS WITH ANY LABOR UNION OR ASSOCIATION
REPRESENTING ANY EMPLOYEE OF VALIN MPM;
(III)
CONTRACTS FOR JOINT VENTURES, STRATEGIC ALLIANCES,
PARTNERSHIPS, LICENSING ARRANGEMENTS, OR SHARING OF PROFITS OR PROPRIETARY
INFORMATION;
(IV)
CONTRACTS CONTAINING COVENANTS OF VALIN MPM NOT TO COMPETE
IN ANY LINE OF BUSINESS OR WITH ANY PERSON IN ANY GEOGRAPHICAL AREA OR NOT TO
SOLICIT OR HIRE ANY PERSON WITH RESPECT TO EMPLOYMENT OR COVENANTS OF
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ANY OTHER PERSON NOT TO COMPETE WITH VALIN MPM
IN ANY LINE OF BUSINESS OR IN ANY GEOGRAPHICAL AREA OR NOT TO SOLICIT OR HIRE
ANY PERSON WITH RESPECT TO EMPLOYMENT;
(V)
CONTRACTS RELATING TO THE ACQUISITION (BY MERGER, PURCHASE
OF STOCK OR ASSETS OR OTHERWISE) BY VALIN MPM OF ANY OPERATING BUSINESS OR
MATERIAL ASSETS OR THE EQUITY OF ANY OTHER PERSON;
(VI)
CONTRACTS RELATING TO THE INCURRENCE, ASSUMPTION OR
GUARANTEE OF ANY INDEBTEDNESS OR IMPOSING A LIEN ON ANY OF THE ASSETS OF VALIN
MPM, INCLUDING INDENTURES, GUARANTEES, LOAN OR CREDIT AGREEMENTS, SALE AND
LEASEBACK AGREEMENTS, PURCHASE MONEY OBLIGATIONS INCURRED IN CONNECTION WITH THE
ACQUISITION OF PROPERTY, MORTGAGES, PLEDGE AGREEMENTS, SECURITY AGREEMENTS,
CONDITIONAL SALE OR TITLE RETENTION AGREEMENTS, OR OUTSTANDING CONTRACTS OF
SURETY OR INDEMNIFICATION, DIRECT OR INDIRECT, BY VALIN MPM;
(VII)
PURCHASE CONTRACTS GIVING RISE TO LIABILITIES OF VALIN MPM
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS IN EXCESS OF THE EQUIVALENT OF
US$500,000;
(VIII)
ALL CONTRACTS PROVIDING FOR PAYMENTS BY OR TO VALIN MPM, OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS, IN EXCESS OF THE EQUIVALENT OF
US$500,000 IN ANY FISCAL YEAR OR THE EQUIVALENT OF US$500,000 IN THE AGGREGATE
DURING THE TERM THEREOF;
(IX)
ALL CONTRACTS OBLIGATING VALIN MPM TO PROVIDE OR OBTAIN
PRODUCTS OR SERVICES FOR A PERIOD OF ONE YEAR OR MORE OR REQUIRING VALIN MPM TO
PURCHASE OR SELL A STATED PORTION OF ITS REQUIREMENTS OR OUTPUTS;
(X)
CONTRACTS UNDER WHICH VALIN MPM HAS MADE ADVANCES OR
LOANS TO ANY OTHER PERSON;
(XI)
CONTRACTS PROVIDING FOR SEVERANCE, RETENTION, CHANGE IN
CONTROL OR OTHER SIMILAR PAYMENTS;
(XII)
CONTRACTS FOR THE EMPLOYMENT OF ANY INDIVIDUAL ON A
FULL-TIME, PART-TIME OR CONSULTING OR OTHER BASIS PROVIDING ANNUAL COMPENSATION
IN EXCESS OF THE EQUIVALENT OF US$500,000;
(XIII)
MATERIAL MANAGEMENT CONTRACTS AND OUTSOURCING CONTRACTS WITH
INDEPENDENT CONTRACTORS OR CONSULTANTS (OR SIMILAR ARRANGEMENTS) THAT
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ARE NOT CANCELLABLE WITHOUT PENALTY OR FURTHER
PAYMENT AND WITHOUT MORE THAN 30 DAYS NOTICE;
(XIV)
CONTRACTS (OR GROUP OF RELATED CONTRACTS) WHICH FALL OUTSIDE THE
ORDINARY COURSE OF BUSINESS AND INVOLVE THE EXPENDITURE OF MORE THAN THE
EQUIVALENT OF US$500,000 ANNUALLY OR THE EQUIVALENT OF US$500,000 IN THE
AGGREGATE OR REQUIRE PERFORMANCE