TRANSFER OF ANY OF THE EQUITY INTEREST BY THE SELLING
SHAREHOLDER, SHALL AGAIN BE SUBJECT TO THE REFUSAL AND CO-SALE RIGHT OF THE
ORDINARY SHAREHOLDERS SHALL REQUIRE COMPLIANCE BY THE SELLING SHAREHOLDER WITH
THE PROCEDURES DESCRIBED IN SECTION 5.2(B) AND (C).
(II)
THIS REFUSAL AND CO-SALE RIGHT SHALL TERMINATE UPON THE EARLIER
OF (A) PROVISION OF NOTICE BY THE COMPANY OF A TERMINATING EVENT, (B) THE
EXERCISE OF THE PUT OR THE CALL, AND (C) THE AUTOMATIC EXCHANGE DATE.
(III)
THE SELLING SHAREHOLDER'S OBLIGATIONS PURSUANT TO THIS REFUSAL
AND CO-SALE RIGHT MAY BE AMENDED OR WAIVED ONLY UPON THE WRITTEN CONSENT OF THE
MAJORITY PURCHASERS.
(D)
FINANCIAL REPORTS.
SO LONG AS THE PURCHASERS HOLD IN THE
AGGREGATE AT LEAST 10% OF THE ISSUED AND OUTSTANDING ORDINARY SHARES OF IAPL,
IAPL WILL DELIVER TO EACH PURCHASER, BY E-MAIL ATTACHMENT OR BY AVAILABILITY OF
SUCH DOCUMENTS ON THE COMPANY'S WEBSITE:
(I) AUDITED ANNUAL CONSOLIDATED
FINANCIAL STATEMENTS WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR;
(II) UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL STATEMENTS WITHIN FORTY-FIVE (45
DAYS) OF THE END OF EACH QUARTER; AND (III) WHEN AVAILABLE, AN ANNUAL
CONSOLIDATED BUDGET.
IAPL'S OBLIGATIONS UNDER THIS SECTION 5.2(D) SHALL CEASE
UPON A TERMINATING EVENT.
5.3
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE TRANSFERRED OR DISPOSED OF IN COMPLIANCE
WITH U.S. FEDERAL AND STATE SECURITIES LAWS AND THE SECURITIES LAWS OF THE
REPUBLIC OF SINGAPORE TO THE EXTENT APPLICABLE; PROVIDED, HOWEVER, THE SHARES
MAY NOT BE TRANSFERRED SEPARATE FROM THE PUT AND THE CALL AND THE AUTOMATIC
EXCHANGE.
EACH PURCHASER AGREES NOT TO REOFFER OR SELL THE SHARES, OR TO CAUSE
ANY TRANSFEREE PERMITTED HEREUNDER TO REOFFER OR SELL THE SHARES, WITHIN THE
UNITED STATES OR IN SINGAPORE, TO OR FOR THE ACCOUNT OR BENEFIT OF (I) A "U.S.
PERSON" (AS DEFINED IN RULE 902 OF REGULATION S) OR (II) A PERSON IN SINGAPORE,
UNLESS TO (A) A PERSON WHO IS AN INSTITUTIONAL INVESTOR AS DEFINED IN SECTION
4A(1) THE SECURITIES AND FUTURES ACT, (B) A RELEVANT PERSON AS DEFINED IN
SECTION 275(2) OF THE SECURITIES AND FUTURES ACT, OR (C) A PERSON WHO ACQUIRES
THE SHARES AS PRINCIPAL IF THE OFFER IS ON TERMS THAT THE SHARES MAY ONLY BE
ACQUIRED AT NO LESS THAN THE MINIMUM CONSIDERATION PRESCRIBED UNDER AND IN
COMPLIANCE WITH THE OTHER CONDITIONS PRESCRIBED IN SECTION 275(1A) OF THE
SECURITIES AND FUTURES ACT), AS PART OF THE DISTRIBUTION OF THE SHARES AT ANY
TIME.
EACH PURCHASER FURTHER AGREES TO OTHERWISE ONLY TRANSFER THE SHARES (I)
IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES
ACT, INCLUDING WITHOUT LIMITATION, WHERE THE OFFER (A) IS NOT MADE TO A PERSON
IN THE UNITED STATES AND EITHER (X) AT THE TIME THE BUY ORDER IS ORIGINATED, THE
BUYER IS OUTSIDE THE UNITED STATES OR THE COMPANY AND ANY PERSON ACTING ON THE
UNDERSIGNED'S BEHALF REASONABLY BELIEVE THAT THE BUYER IS OUTSIDE THE UNITED
STATES, OR (Y) THE TRANSACTION IS EXECUTED IN, ON OR THROUGH THE FACILITIES OF A