A SELLING SHAREHOLDER THEREUNDER IS NOT THEN EFFECTIVE AND
THE ADDITIONAL INVESTMENT RIGHT SHARES ARE NOT FREELY TRANSFERABLE WITHOUT
VOLUME RESTRICTIONS AND OTHER REQUIREMENTS PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT.
THE HOLDER, OR ANY PERSON SO DESIGNATED BY THE HOLDER TO
RECEIVE ADDITIONAL INVESTMENT RIGHT SHARES, SHALL BE DEEMED TO HAVE BECOME
HOLDER OF RECORD OF SUCH ADDITIONAL INVESTMENT RIGHT SHARES AS OF THE EXERCISE
DATE.
THE COMPANY SHALL, UPON REQUEST OF THE HOLDER, USE ITS BEST EFFORTS TO
DELIVER ADDITIONAL INVESTMENT RIGHT SHARES HEREUNDER ELECTRONICALLY THROUGH THE
DEPOSITORY TRUST COMPANY OR ANOTHER ESTABLISHED CLEARING CORPORATION PERFORMING
SIMILAR FUNCTIONS.
(B)
THIS ADDITIONAL INVESTMENT RIGHT IS
EXERCISABLE, EITHER IN ITS ENTIRETY OR, FROM TIME TO TIME, FOR A PORTION OF THE
NUMBER OF ADDITIONAL INVESTMENT RIGHT SHARES.
UPON SURRENDER OF THIS
2
ADDITIONAL INVESTMENT RIGHT FOLLOWING ONE OR MORE PARTIAL EXERCISES, THE COMPANY
SHALL ISSUE OR CAUSE TO BE ISSUED, AT ITS EXPENSE, A NEW ADDITIONAL INVESTMENT
RIGHT EVIDENCING THE RIGHT TO PURCHASE THE REMAINING NUMBER OF ADDITIONAL
INVESTMENT RIGHT SHARES.
(C)
IN ADDITION TO ANY OTHER RIGHTS AVAILABLE
TO A HOLDER, IF THE COMPANY FAILS TO DELIVER TO THE HOLDER A CERTIFICATE
REPRESENTING ADDITIONAL INVESTMENT RIGHT SHARES ON THE DATE ON WHICH DELIVERY OF
SUCH CERTIFICATE IS REQUIRED BY THIS ADDITIONAL INVESTMENT RIGHT, AND IF AFTER
SUCH DATE THE HOLDER PURCHASES (IN AN OPEN MARKET TRANSACTION OR OTHERWISE)
ORDINARY SHARES TO DELIVER IN SATISFACTION OF A SALE BY THE HOLDER OF THE
ADDITIONAL INVESTMENT RIGHT SHARES THAT THE HOLDER ANTICIPATED RECEIVING FROM
THE COMPANY (A "BUY-IN"), THEN THE COMPANY SHALL, WITHIN THREE TRADING DAYS
AFTER THE HOLDER'S REQUEST AND IN THE HOLDER'S DISCRETION, EITHER (I) PAY CASH
TO THE HOLDER IN AN AMOUNT EQUAL TO THE HOLDER'S TOTAL PURCHASE PRICE (INCLUDING
BROKERAGE COMMISSIONS, IF ANY) FOR THE ORDINARY SHARES SO PURCHASED (THE "BUY-IN
PRICE"), AT WHICH POINT THE COMPANY'S OBLIGATION TO DELIVER SUCH CERTIFICATE
(AND TO ISSUE SUCH ORDINARY SHARES) SHALL TERMINATE, OR (II) PROMPTLY HONOR ITS
OBLIGATION TO DELIVER TO THE HOLDER A CERTIFICATE OR CERTIFICATES REPRESENTING
SUCH ORDINARY SHARES AND PAY CASH TO THE HOLDER IN AN AMOUNT EQUAL TO THE EXCESS
(IF ANY) OF THE BUY-IN PRICE OVER THE PRODUCT OF (A) SUCH NUMBER OF ORDINARY
SHARES, TIMES (B) THE CLOSING PRICE ON THE DATE OF THE EVENT GIVING RISE TO THE
COMPANY'S OBLIGATION TO DELIVER SUCH CERTIFICATE. NOTWITHSTANDING ANYTHING TO
THE CONTRARY, THIS SECTION 5(C) SHALL NOT APPLY IF THE COMPANY HAS USED ITS BEST
EFFORTS TO DELIVER THE CERTIFICATES, BUT SUCH CERTIFICATES WERE NOT DELIVERED
DUE TO THE TRANSFER AGENT'S GROSS NEGLIGENCE TO DELIVER THE CERTIFICATES IN
ACCORDANCE WITH TIMELY INSTRUCTIONS FROM THE COMPANY.
(D)
THE COMPANY'S OBLIGATIONS TO ISSUE AND
DELIVER ADDITIONAL INVESTMENT RIGHT SHARES IN ACCORDANCE WITH THE TERMS HEREOF
ARE ABSOLUTE AND UNCONDITIONAL, IRRESPECTIVE OF ANY ACTION OR INACTION BY THE
HOLDER TO ENFORCE THE SAME, THE RECOVERY OF ANY JUDGMENT AGAINST ANY PERSON OR
ANY ACTION TO ENFORCE THE SAME, OR ANY SETOFF, COUNTERCLAIM, RECOUPMENT,
LIMITATION OR TERMINATION,