FROM THE DATE OF THE
CLOSING OF THE PUT PURCHASE AGREEMENT AND (IV) CONFIDENTIALITY AGREEMENTS OF THE
EXISTING SHAREHOLDERS.
IT IS UNDERSTOOD AND AGREED THAT THE INVESTOR MAY BY
WRITTEN NOTICE TO THE COMPANY REFUSE TO CONSUMMATE THE PUT OPTION IN THE EVENT
THAT (A) THE INFORMATION REFLECTED IN THE SCHEDULE OF EXCEPTIONS TO THE PROPOSED
PUT PURCHASE AGREEMENT AS COMPARED TO THE SCHEDULE OF EXCEPTIONS ATTACHED TO THE
PURCHASE AGREEMENT MATERIALLY ADVERSELY AFFECTS THE VALUE OF THE COMPANY AND ITS
SUBSIDIARIES OR THE VALUE TO THE INVESTOR OF THE PROPOSED INVESTMENT, (B) THERE
EXISTS ANY SUIT, ACTION, PROCEEDING, LEGISLATION, RULING, ORDER OR INJUNCTION
(OR REASONABLE THREAT THEREOF) OR SET OF FACTS RESTRAINING OR PROHIBITING THE
CONSUMMATION OF THE TRANSACTIONS OR WHICH WOULD COMPEL THE INVESTOR TO DISPOSE
OF, DISCONTINUE OR MATERIALLY RESTRICT THE OPERATIONS OF A SIGNIFICANT PORTION
OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, INCLUDING BUT NOT LIMITED
TO ANY GOVERNMENTAL OR REGULATORY AUTHORITY PROHIBITION OR LIMITATION MATERIALLY
AFFECTING THE INVESTOR'S RIGHT TO OWN SHARES OF THE COMPANY OR ANY OF ITS DIRECT
OR
7
INDIRECT SUBSIDIARIES, INCLUDING WITHOUT LIMITATION CHINA-HR.COM CORPORATION,
CHINA HR.COM (HONG KONG) LIMITED, ECAREER (SHANGHAI) LIMITED OR ECAREER (BEIJING
LIMITED), (C) THERE HAS BEEN A MATERIAL ADVERSE CHANGE IN THE ASSETS, CONDITION
(FINANCIAL OR OTHERWISE), OPERATING RESULTS, BUSINESS ACTIVITIES OR OPERATIONS
OF THE COMPANY AND ITS SUBSIDIARIES, OR (D) THE COMPANY OR ANY EXISTING
SHAREHOLDER HAVE BREACHED ONE OR MORE PROVISIONS OF THIS AGREEMENT AND SUCH
BREACHES, INDIVIDUALLY OR IN THE AGGREGATE, MATERIALLY ADVERSELY AFFECT THE
VALUE OF THE COMPANY AND ITS SUBSIDIARIES OR THE VALUE TO THE INVESTOR OF THE
PROPOSED INVESTMENT.
THE EXERCISE OF THE INVESTOR'S RIGHTS UNDER THE
IMMEDIATELY PRECEDING SENTENCE IS SOMETIMES CALLED A "PUT REFUSAL".
ANY
DISPUTES OVER WHETHER OR NOT THE PUT REFUSAL GROUNDS SET FORTH ABOVE HAVE BEEN
MET SHALL BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH SECTION 5.15
BELOW.
IF THE INVESTOR REFUSES TO OR FAILS TO PURCHASE THE PUT OPTION SHARES
FOR ANY REASON OTHER THAN A PUT REFUSAL (A "PUT BREACH"), INCLUDING, WITHOUT
LIMITATION, THE LACK OF FUNDS TO PAY THE PUT FAIR MARKET VALUE, THEN THE
EXISTING SHAREHOLDERS SHALL HAVE THE RIGHT AND OPTION TO PURCHASE AT [*] (THE
"REPURCHASE RIGHT"). IF THE EXISTING SHAREHOLDERS EXERCISE THE REPURCHASE RIGHT,
THEN THE REPURCHASE RIGHT SHALL BE THEIR SOLE AND EXCLUSIVE REMEDY ARISING OUT
OF OR IN CONNECTION WITH A PUT BREACH.
ON THE PUT OPTION CLOSING DATE, THE
INVESTOR SHALL CONCURRENTLY THEREWITH REMIT TO EACH SHAREHOLDER THE PUT FAIR
MARKET VALUE TO WHICH SUCH EXISTING SHAREHOLDER IS ENTITLED BY REASON OF ITS
EXERCISE OF THE PUT OPTION.
IN THE EVENT THE COMPANY IS UNABLE TO DELIVER THE
PUT PURCHASE AGREEMENT IN A FORM SATISFACTORY TO THE INVESTOR OR THE INVESTOR
HAS EXERCISED ITS RIGHT OF PUT REFUSAL, THEN THE INVESTOR SHALL HAVE NO FURTHER
OBLIGATION TO PURCHASE THE PUT OPTION SHARES AND THE OPTION CONTEMPLATED BY THIS
SECTION 5.3 SHALL AUTOMATICALLY EXPIRE AND BE OF NO FURTHER FORCE OR EFFECT.