IAPL'S MEMORANDUM OF
ASSOCIATION AND IAPL'S ARTICLES OF ASSOCIATION, THE IAPL BOARD SHALL FORMALLY
APPOINT THE MAJORITY PURCHASERS' APPOINTEE TO THE IAPL BOARD EFFECTIVE AS OF AND
SUBJECT TO THE CLOSING.
IN THE EVENT THAT THE PURCHASERS, IN THE AGGREGATE,
CEASE TO HOLD AT LEAST 10% OF THE OUTSTANDING ORDINARY SHARES OF IAPL, THE
PURCHASERS UNDERTAKE JOINTLY AND SEVERALLY TO PROCURE A WRITTEN RESIGNATION FROM
THE DIRECTOR APPOINTED OR ELECTED BY THE MAJORITY PURCHASERS UNDER (I) ABOVE,
AND IF REQUIRED BY THE COMPANY FROM THE DIRECT APPOINTED OR ELECTED UNDER (III)
ABOVE, WITH IMMEDIATE EFFECT FROM SUCH CESSATION, WITH AN IRREVOCABLE AND
UNCONDITIONAL RELEASE OF IAPL FROM ANY AND ALL CLAIMS OR DEMANDS WHATSOEVER THAT
SUCH DIRECTOR(S) MAY HAVE AGAINST IAPL.
5.2
ADDITIONAL RIGHTS OF PURCHASERS.
(A)
RIGHT OF FIRST REFUSAL.
EACH ORDINARY SHAREHOLDER SHALL HAVE THE
RIGHT TO PURCHASE AND/OR OTHERWISE ACQUIRE UP TO ITS PRO RATA PORTION, AS
DETERMINED BELOW, OF ANY NEW SECURITIES (AS DEFINED BELOW) OFFERED BY IAPL ON
THE SAME PRICE AND TERMS AND CONDITIONS AS IAPL OFFERS SUCH NEW SECURITIES TO
OTHER POTENTIAL INVESTORS, INCLUDING ANY OTHER ORDINARY
28
SHAREHOLDER (THE "RIGHT OF FIRST REFUSAL").
DETERMINATION OF THE HOLDER'S PRO
RATA PORTION OF NEW SECURITIES PURSUANT TO THE RIGHT OF FIRST REFUSAL SHALL BE
BASED ON THE ORDINARY SHAREHOLDER'S PERCENTAGE OF OWNERSHIP OF IAPL'S ISSUED AND
OUTSTANDING ORDINARY SHARES HELD AT THE TIME OF THE OFFER OF THE NEW SECURITIES.
(I)
FOR PURPOSES OF THIS SECTION 5.2(A), "NEW SECURITIES" MEANS ANY
EQUITY INTEREST OF IAPL, INCLUDING ORDINARY SHARES, OR INTEREST CONVERTIBLE INTO
OR EXCHANGEABLE FOR EQUITY INTEREST OF IAPL, INCLUDING ORDINARY SHARES.
THE
TERM "NEW SECURITIES" SHALL NOT INCLUDE (A) SECURITIES OFFERED TO THE PUBLIC
GENERALLY PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B)
OPTIONS TO PURCHASE ORDINARY SHARES OR OTHER EQUITY INTEREST, ISSUED OR ISSUABLE
TO EMPLOYEES, CONSULTANTS AND DIRECTORS, PURSUANT TO ANY PLANS OR AGREEMENTS
APPROVED BY THE IAPL BOARD FOR THE PRIMARY PURPOSE OF SOLICITING OR RETAINING
SUCH SERVICES, (C) SECURITIES ISSUED OR ISSUABLE PURSUANT TO THE CONVERSION OR
EXERCISE OF CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE SECURITIES THAT ARE
OUTSTANDING AS OF THE DATE HEREOF OR THAT ARE ISSUED IN COMPLIANCE WITH THIS
SECTION, (D) SECURITIES ISSUED OR ISSUABLE IN CONNECTION WITH A BONA FIDE
BUSINESS ACQUISITION OF OR BY IAPL, WHETHER BY MERGER, CONSOLIDATION, SALE OF
ASSETS, SALE OR EXCHANGE OF STOCK OR OTHERWISE, APPROVED BY THE IAPL BOARD, (E)
SECURITIES ISSUED OR ISSUABLE TO FINANCIAL INSTITUTIONS, LANDLORDS OR LESSORS IN
CONNECTION WITH COMMERCIAL CREDIT ARRANGEMENTS, REAL ESTATE TRANSACTIONS, OR
EQUIPMENT FINANCINGS, (F) SECURITIES ISSUED OR ISSUABLE PURSUANT TO A SPLIT IN
ORDINARY SHARES, A SHARE DIVIDEND, COMBINATION OR LIKE EVENT, OR (G) SECURITIES
ISSUED OR ISSUABLE PURSUANT TO A STRATEGIC ALLIANCE OR PARTNERING ARRANGEMENT
ENTERED INTO PRIMARILY FOR NON-CAPITAL RAISING PURPOSES AND APPROVED BY THE IAPL
BOARD.
(II)
PRIOR TO THE ISSUANCE OF NEW SECURITIES BY IAPL, IAPL SHALL
DELIVER A NOTICE TO EACH ORDINARY SHAREHOLDER STATING (A) ITS BONA FIDE
INTENTION TO OFFER SUCH NEW SECURITIES,