MAJORITY SHALL HAVE THE RIGHT TO REQUIRE THAT THE COMPANY
MAKES A CASH DISTRIBUTION SUFFICIENT TO COVER THE TAX LIABILITIES INCURRED BY
ANY SUCH MAJOR INVESTOR WITH RESPECT TO SUCH AMOUNT (PROVIDED THAT A PER-SHARE
DISTRIBUTION IS PAID TO ALL OTHER HOLDERS OF PREFERENCE SHARES IF REQUIRED BY
LAW IN AN AMOUNT WHICH IS THE MINIMUM REQUIRED BY LAW).
17.
EXIT
17.1
PARTIES' INTENTIONS.
IT IS THE INTENTION OF THE
PARTIES THAT THE BUSINESS BE DEVELOPED SO THAT WITHIN 4 YEARS OF COMPLETION THE
ENTIRE ISSUED SHARE CAPITAL OF THE COMPANY MAY BE EITHER SOLD TO A THIRD PARTY
OR ALL OR PART OF THE ISSUED SHARE CAPITAL BE SUBJECT OF A QUALIFIED PUBLIC
OFFERING (AN "EXIT").
17.2
CO-OPERATION.
IF IT IS PROPOSED BY THE INVESTORS
PURSUANT TO CLAUSE 17.1 TO SEEK AN EXIT, EACH OF THE PARTIES TO THIS AGREEMENT
SHALL:
(A)
GIVE SUCH CO-OPERATION AND ASSISTANCE AS
THE INVESTORS MAY REASONABLY REQUEST; AND
(B)
EXERCISE ALL SUCH RIGHTS AND POWERS AS THEY
MAY HAVE IN RELATION TO THE COMPANY WHETHER AS A DIRECTOR, SHAREHOLDER OR
OTHERWISE, SO AS TO PROCURE (SO FAR AS HE OR IT IS ABLE SO TO PROCURE) THAT AN
EXIT IS ACHIEVED IN ACCORDANCE WITH SUCH PROPOSAL.
17.3
NO GIVING OF WARRANTIES.
THE FOUNDER
ACKNOWLEDGES THAT NONE OF THE INVESTORS NOR ANY BVP DIRECTOR INTEND TO GIVE ANY
WARRANTIES (EXCEPT AS TO TITLE TO ANY SHARES BENEFICIALLY OWNED BY THE INVESTOR)
OR ANY INDEMNITIES IN CONNECTION WITH AN EXIT.
17.4
REGISTRATION RIGHTS.
EACH OF THE INVESTORS SHALL
BE ENTITLED TO THE REGISTRATION RIGHTS SET FORTH IN THE REGISTRATION RIGHTS
AGREEMENT.
ANY REGISTRATION RIGHTS PREVIOUSLY GRANTED TO ANY SHAREHOLDER ARE
HEREBY REVOKED AND SHALL BE REPLACED BY THE REGISTRATION RIGHTS SET OUT HEREIN.
THE COMPANY WILL NOT GRANT REGISTRATION RIGHTS TO ANY OTHER SHAREHOLDER IN THE
COMPANY WITH RIGHTS SUPERIOR TO THOSE GRANTED TO THE HOLDERS OF PREFERENCE
SHARES WITHOUT THE PRIOR WRITTEN APPROVAL OF EACH OF THE INVESTORS.
17.5
ON AN EXIT NO TRANSFERS OR SALES SHALL BE
PERMITTED DURING ANY LOCK-UP PERIOD REQUIRED BY THE UNDERWRITERS OR BROKERS IN
CONNECTION WITH THE EXIT.
17.6
ON A LISTING, EACH PARTY HEREBY AGREES THAT THEY
SHALL NOT SELL OR OTHERWISE TRANSFER ANY INTEREST IN ANY SHARES OWNED BY THEM
IMMEDIATELY PRIOR TO THE DATE OF SUCH LISTING, FOR A PERIOD OF 180 DAYS
FOLLOWING THE DATE OF SUCH LISTING PROVIDED THAT THE DIRECTORS AND
22
HOLDERS OF 1% OR MORE OF THE COMPANY'S FULLY-DILUTED SHARE CAPITAL AGREE AND
COMPLY WITH THE SAME RESTRICTION.
EACH PARTY FURTHER AGREES TO ENTER INTO A
LOCK-UP AGREEMENT WITH ANY UNDERWRITER, SPONSOR OR CORPORATE FINANCE ADVISER IN
THE TERMS HEREOF.
18.
WPTE PUT OPTION
18.1
IN THE EVENT THAT (I) WPTE TERMINATES THE
PARTNERSHIP CONTRACT PURSUANT TO THE PROVISIONS OF CLAUSE 23.5 THEREOF, OR (II)
AFTER THE TERMINATION OF THE PARTNERSHIP CONTRACT FOR ANY REASON, WPTE'S BOARD
OF DIRECTORS REASONABLY DETERMINES THAT (A) WPTE'S OWNERSHIP OF THE SHARES, (B)
ANY ONE OR MORE OF THE PROVISIONS OF THIS AGREEMENT,