ISSUED AND OUTSTANDING.
THE OUTSTANDING ORDINARY SHARES ARE OWNED BENEFICIALLY
BY THE SHAREHOLDERS THAT ARE SET FORTH ON SCHEDULE 2.5(B) HERETO.
(C)
THE OUTSTANDING ORDINARY SHARES HAVE BEEN DULY AUTHORIZED AND
VALIDLY ISSUED, ARE FULLY PAID AND NONASSESSABLE, AND WERE ISSUED IN ACCORDANCE
WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ANY RELEVANT
STATE, FOREIGN AND LOCAL SECURITIES AND SIMILAR LAWS OR PURSUANT TO VALID
EXEMPTIONS THEREFROM, AND WERE NOT ISSUED IN VIOLATION OF ANY PREEMPTIVE RIGHTS,
RIGHTS OF FIRST REFUSAL AND SIMILAR RIGHTS.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 2.5(D) AND EXCEPT FOR THE RIGHTS
PROVIDED IN THE SHAREHOLDERS AGREEMENT, THERE ARE NO OUTSTANDING OPTIONS,
WARRANTS, RIGHTS (INCLUDING CONVERSION OR PREEMPTIVE RIGHTS AND RIGHTS OF FIRST
REFUSAL), PROXY OR SHAREHOLDER AGREEMENTS OR AGREEMENTS OF ANY KIND FOR THE
PURCHASE OR ACQUISITION FROM THE COMPANY OF ANY OF THE
3
COMPANY'S SECURITIES.
THE COMPANY HAS RESERVED A TOTAL OF 6,919,716 ORDINARY
SHARES FOR ISSUANCE PURSUANT TO THE 2005 PLAN.
THE COMPANY HAS ISSUED WARRANTS
TO PURCHASE AN AGGREGATE OF 4,000,000 ORDINARY SHARES.
SET FORTH ON
SCHEDULE 2.5(D) IS A LIST OF ALL HOLDERS OF OPTIONS, WARRANTS OR OTHER
SECURITIES EXERCISABLE OR CONVERTIBLE INTO SHARE CAPITAL OF THE COMPANY, THE
NUMBER OF SHARES COVERED THEREBY AND THE APPLICABLE EXERCISE OR CONVERSION
PRICE.
EXCEPT FOR THE SHAREHOLDERS AGREEMENT, THE COMPANY IS NOT A PARTY OR
SUBJECT TO ANY AGREEMENT OR UNDERSTANDING AND THERE IS NO AGREEMENT OR
UNDERSTANDING BETWEEN ANY PERSONS (WHETHER OR NOT THE COMPANY OR ANY OF ITS
SUBSIDIARIES IS A PARTY THERETO), THAT AFFECTS OR RELATES TO THE VOTING OR
GIVING OF WRITTEN CONSENTS WITH RESPECT TO ANY SECURITY OR THE VOTING BY A
DIRECTOR OF THE COMPANY.
(e)
The Company has an aggregate of 50,193,785 outstanding Ordinary
Shares and Ordinary Shares issuable upon conversion of the Preference Shares or
exercise of outstanding options or warrants.
At the Closing, an aggregate of
15,970,750 Ordinary Shares will be purchased from the Shareholders, as set forth
on Schedule A, at an aggregate purchase price of U.S.$35,000,000, so that at the
Closing and giving effect to such repurchase and the sale of the Shares to the
Investor, the Company will have outstanding 57,038,392 Ordinary Shares.
2.6
VALID ISSUANCE OF SHARES.
THE SHARES THAT ARE BEING PURCHASED BY
THE INVESTOR HEREUNDER, WHEN ISSUED, SOLD AND DELIVERED IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT FOR THE CONSIDERATION EXPRESSED HEREIN, WILL BE DULY AND
VALIDLY ISSUED, FULLY PAID, AND NONASSESSABLE, AND WILL BE FREE OF RESTRICTIONS
ON TRANSFER OTHER THAN RESTRICTIONS ON TRANSFER UNDER THIS AGREEMENT, THE
SHAREHOLDERS AGREEMENT AND UNDER APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND OTHER JURISDICTIONS.
2.7
SUBSIDIARIES.
EXCEPT AS SET FORTH ON SCHEDULE 2.7, THE COMPANY
DOES NOT OWN OR CONTROL, DIRECTLY OR INDIRECTLY, ANY INTEREST IN ANY OTHER
CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, ASSOCIATION, OR OTHER
BUSINESS ENTITY.
THE COMPANY IS NOT A PARTICIPANT IN ANY JOINT VENTURE,
PARTNERSHIP, OR SIMILAR ARRANGEMENT.
2.8