WILL RE-PURCHASE FROM PCLN
SUB, AND PCLN SUB WILL SELL TO THE COMPANY, THE PCLN EXCHANGE SHARES AT A PAR
VALUE OF $0.20 PER SHARE PURSUANT TO THE PCLN SUBSCRIPTION LETTER.
UPON SUCH
RE-PURCHASE BY THE COMPANY, THE PCLN EXCHANGE SHARES SHALL BE CANCELLED.
(XI)
TH AND PCLN SUB WILL PASS SHAREHOLDERS'
RESOLUTIONS OF THE COMPANY TO REDUCE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
TO $24,530,000 (CONSISTING OF 122,650,000 SHARES OF $0.20 NOMINAL OR PAR VALUE
EACH) BY THE CANCELLATION OF 57,350,000 SHARES OF ITS AUTHORIZED SHARE CAPITAL
WHICH HAVE NOT BEEN SUBSCRIBED OR AGREED TO BE SUBSCRIBED BY ANY PERSON THEREBY
ALLOWING 13,164,452 SHARES BEING AUTHORISED AND UNISSUED.
(XII)
PCLN SUB SHALL PROCURE THAT ONE OF THE TWO
DIRECTORS NOMINATED BY IT SHALL RESIGN FROM HIS POSITION AS A DIRECTOR, AND
SHALL VOTE ITS SHARES OR CAUSE THE OTHER DIRECTOR NOMINATED BY IT TO APPROVE THE
APPOINTMENT OF A PERSON NOMINATED BY TH TO BE A NEW DIRECTOR.
(XIII)
(A) THE PARTIES WILL ENTER INTO THE AMENDED AND
RESTATED SECURITYHOLDERS' AGREEMENT, (B) THE COMPANY AND PRICELINE WILL ENTER
INTO THE AMENDED AND RESTATED PRICELINE SERVICES AGREEMENT AND THE SECOND
SUPPLEMENTAL PRICELINE LICENSE AGREEMENT AND (C) THE COMPANY AND TH WILL ENTER
INTO THE SUPPLEMENTAL TH SERVICES AGREEMENT.
(B)
UPON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THIS AGREEMENT, AT THE CLOSING, THE COMPANY SHALL GRANT TO TH THE
RIGHT TO SUBSCRIBE FOR, FROM TIME TO TIME ON OR PRIOR TO 31 MARCH, 2004, UP TO
979,390 NEW SHARES FOR CASH AT PAR VALUE
OF $0.20 PER SHARE (THE "EXERCISE
PRICE") (OR AN AGGREGATE PURCHASE PRICE OF $195,878 FOR ALL OF THE TH OPTION
SHARES) (THE "TH OPTION").
(C)
THE EXERCISE PRICE SHALL BE SUBJECT TO
APPROPRIATE ADJUSTMENT SO AS TO PROTECT THE RIGHTS OF TH UPON THE OCCURRENCE ON
OR AFTER THE DATE HEREOF OF ANY STOCK DIVIDEND, STOCK SPLIT, REVERSE SPLIT,
RECAPITALIZATION, RECLASSIFICATION, MERGER, COMBINATION, CONSOLIDATION OR OTHER
SIMILAR TRANSACTION.
UPON EACH OCCURRENCE OF ANY EVENT DESCRIBED IN THE
IMMEDIATELY PRECEDING SENTENCE, THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR
TO SUCH EVENT SHALL BE ADJUSTED (AND ANY OTHER APPROPRIATE ACTIONS SHALL BE
TAKEN BY THE COMPANY), SO THAT TH, UPON ANY EXERCISE OF THE TH OPTION, SHALL BE
ENTITLED TO RECEIVE THE NUMBER OF SHARES OR OTHER PROPERTY, INCLUDING CASH OR
SECURITIES, THAT TH WOULD HAVE OWNED OR WOULD HAVE BEEN ENTITLED TO RECEIVE UPON
OR BY REASON OF ANY OF THE EVENTS DESCRIBED ABOVE, HAD THE
8
TH OPTION BEEN EXERCISED IMMEDIATELY PRIOR TO THE DATE OF SUCH EVENT, OR IF SUCH
EVENT HAS A RECORD DATE, THEN THE RECORD DATE APPLICABLE TO SUCH EVENT.
AN
ADJUSTMENT MADE PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE SHALL BECOME
EFFECTIVE RETROACTIVELY TO THE CLOSE OF BUSINESS ON THE DAY UPON WHICH SUCH
EVENT IS EFFECTED.
(D)
TH AND PCLN SUB HEREBY GRANT THEIR APPROVAL
PURSUANT TO SECTION 3.07 OF THE SECURITYHOLDERS' AGREEMENT (AS SUPPLEMENTED BY
THE SUPPLEMENTAL SECURITYHOLDERS' AGREEMENT) FOR EACH OF THE TRANSACTIONS
CONTEMPLATED