Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. (i) To exercise the Exchange Right attaching to any Bond, the Holder thereof must complete, execute and deposit at the specified office of any Exchange Agent at the Holder’s own expense at reasonable times during normal business hours (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidays) during the Exchange Period, a notice of exchange (an “Exchange Notice”) in the form (for the time being current) obtainable from the specified office of any Exchange Agent, together with the Certificate evidencing such Bond (and any certificates and other documents as may be required by applicable law) and any amount to be paid by the Bondholder pursuant to this Condition 7(B)(i). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Bonds only. An Exchange Notice once deposited shall not be withdrawn without the consent in writing of the Issuer. The Exchange Date in respect of a Bond (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of the surrender of the Certificate in respect of such Bond (and any other documents as may be required by applicable law), due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange Right. A Bondholder exercising Exchange Rights must pay directly to the relevant authorities any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, the PRC or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the Issuer directly to the relevant authorities. If the Issuer fails to pay any Excluded Stamp Taxes, the relevant Holder shall be entitled to pay the Excluded Stamp Taxes to the relevant tax authority. The Issuer covenants to reimburse each such Bondholder in respect of the payment of Excluded Stamp Taxes by them and any penalties payable in respect thereof, which shall be payable by the Issuer. Such Bondholder must pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Bond in connection with the exercise of Exchange Rights by it.

Procedure for Exchange. (i) To exercise At or prior to the Effective Time, (A) Acquiror will furnish to Equiserve, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "Exchange Agent") a corpus (the "Exchange Fund") consisting of Acquiror Shares and cash sufficient to permit the Exchange Right attaching Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Company Shares (other than any BondCompany Shares owned by Acquiror or the Company), and (B) Acquiror will cause the Holder thereof must complete, execute and deposit at the specified office of any Exchange Agent at to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Holder’s own expense at reasonable times during normal business hours Company and Acquiror prior to Closing to each holder of issued and outstanding Company Shares (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidaysany Company Shares owned by Acquiror or the Company) during for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Company Shares against payment of the Merger Consideration to which such holder is entitled pursuant to Section 2(d)(v). Upon surrender to the Exchange Period, a notice Agent of exchange (an “Exchange Notice”) in the form (for the time being current) obtainable from the specified office of any Exchange Agentsuch certificates, together with such letter of transmittal, duly executed and completed in accordance with the Certificate evidencing instructions thereto, Acquiror shall promptly cause to be issued a certificate representing that number of whole Acquiror Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Bond (Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Acquiror Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any certificates and transfer or other documents taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; provided, however, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be required by applicable law) made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Acquiror Shares and any amount payable to the holders of record thereof shall be paid by to the Bondholder pursuant to holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Condition 7(B)(iSection 2(e). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Bonds only. An Exchange Notice once deposited shall not be withdrawn without the consent in writing of the Issuer. The Exchange Date in respect of a Bond (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of After the surrender of the Certificate a certificate in respect of such Bond (and any other documents as may be required by applicable lawaccordance with this Section 2(e), due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange Right. A Bondholder exercising Exchange Rights must pay directly to the relevant authorities any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect record holder thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, the PRC or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the Issuer directly to the relevant authorities. If the Issuer fails to pay any Excluded Stamp Taxes, the relevant Holder shall be entitled to pay the Excluded Stamp Taxes receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the relevant tax authorityAcquiror Shares represented by such certificate. The Issuer covenants to reimburse each such Bondholder in respect No holder of the payment of Excluded Stamp Taxes by them and any penalties payable in respect thereof, which an unsurrendered certificate shall be payable by entitled, until the Issuer. Such Bondholder must pay allsurrender of such certificate, if any, taxes arising by reference to any disposal vote the Acquiror Shares into which his or deemed disposal of a Bond in connection with its Company Shares shall have been converted into the exercise of Exchange Rights by itright to receive.

Procedure for Exchange. (i) To exercise Immediately after the Effective Time, (A) the Purchaser will furnish to StockTrans, Inc., its transfer agent, or such bank or trust company reasonably acceptable to Target, to act as exchange agent (the "Exchange -------- Agent") a corpus (the "Exchange Fund") consisting of Purchaser Shares and cash ----- ------------- sufficient to permit the Exchange Right attaching Agent to make full payment of the Per Share Merger Consideration to the holders of all of the issued and outstanding Target Shares (other than any BondPurchaser-owned Shares), and (B) the Holder thereof must complete, execute and deposit at Purchaser will cause the specified office of any Exchange Agent at the Holder’s own expense at reasonable times during normal business hours to mail a letter of transmittal (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidays) during the Exchange Period, a notice of exchange (an “Exchange Notice”with instructions for its use) in the form to be mutually agreed upon by the Target and the Purchaser to each holder of issued and outstanding Target Shares (other than any Purchaser- owned Shares) for the time being current) obtainable from holder to use in surrendering the specified office certificates which represented his or its Target Shares against payment of any the Per Share Merger Consideration. Upon surrender to the Exchange AgentAgent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the Certificate evidencing instructions thereto, the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Purchaser Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Bond (Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Purchaser Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any certificates and transfer or other documents taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof; provided, however, the -------- ------- Person to whom the Per Share Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be required by applicable law) made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Purchaser Shares and any amount payable to the holders of record thereof shall be paid by to the Bondholder pursuant to holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Condition 7(B)(i(S)2(e). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Bonds only. An Exchange Notice once deposited shall not be withdrawn without the consent in writing of the Issuer. The Exchange Date in respect of a Bond (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of After the surrender of the Certificate a certificate in respect of such Bond accordance with this (and any other documents as may be required by applicable lawS)2(e), due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange Right. A Bondholder exercising Exchange Rights must pay directly to the relevant authorities any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect record holder thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, the PRC or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the Issuer directly to the relevant authorities. If the Issuer fails to pay any Excluded Stamp Taxes, the relevant Holder shall be entitled to pay the Excluded Stamp Taxes receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the relevant tax authorityPurchaser Shares represented by such certificate. The Issuer covenants to reimburse each such Bondholder in respect No holder of the payment of Excluded Stamp Taxes by them and any penalties payable in respect thereof, which an unsurrendered certificate shall be payable by entitled, until the Issuer. Such Bondholder must pay allsurrender of such certificate, if any, taxes arising by reference to any disposal or deemed disposal of a Bond in connection with vote the exercise of Exchange Rights by itPurchaser Shares into which his Target Shares shall have been converted.

Procedure for Exchange. (i) To exercise Prior to the Effective Time, Acquiror and Company will select a bank or trust company to act as exchange agent (the "Exchange Agent") hereunder. At or prior to the Effective Time, Acquiror shall deposit with the Exchange Right attaching Agent a corpus (the "Exchange Fund") consisting of Shares and cash sufficient to any Bond, permit the Holder thereof must complete, execute and deposit at the specified office of any Exchange Agent at to make full payment of the Holder’s own expense at reasonable times during normal business hours applicable Merger Consideration to the holders of all of the issued and outstanding Company Capital Stock, and (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidaysB) during Acquiror will cause the Exchange Period, Agent to mail or deliver a notice letter of exchange transmittal (an “Exchange Notice”with instructions for its use) in the a form (to be mutually agreed upon by Acquiror and Company prior to Closing to each holder of issued and outstanding Company Capital Stock for the time being current) obtainable from holder to use in surrendering the specified office certificates which, immediately prior to the Effective Time, represented his or its Company Capital Stock against payment of any the applicable Merger Consideration to which such holder is entitled pursuant to § 2(d)(v). Upon surrender to the Exchange AgentAgent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the Certificate evidencing instructions thereto, Acquiror shall promptly cause to be issued a certificate representing that number of whole Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Bond (Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any certificates and transfer or other documents taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Acquiror or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Capital Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the applicable Merger Consideration deliverable in respect thereof; provided, however, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give Acquiror a bond or undertaking in such sum as it may direct or otherwise indemnify Acquiror in a manner reasonably satisfactory to it against any claim that may be required by applicable law) made against Acquiror with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Shares and any amount payable to the holders of record thereof shall be paid by to the Bondholder pursuant to holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Condition 7(B)(i§ 2(e). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Bonds only. An Exchange Notice once deposited shall not be withdrawn without the consent in writing of the Issuer. The Exchange Date in respect of a Bond (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of After the surrender of the Certificate a certificate in respect of such Bond (and any other documents as may be required by applicable lawaccordance with this § 2(e), due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange Right. A Bondholder exercising Exchange Rights must pay directly to the relevant authorities any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect record holder thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, the PRC or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the Issuer directly to the relevant authorities. If the Issuer fails to pay any Excluded Stamp Taxes, the relevant Holder shall be entitled to pay the Excluded Stamp Taxes receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the relevant tax authorityShares represented by such certificate. The Issuer covenants to reimburse each such Bondholder in respect No holder of the payment of Excluded Stamp Taxes by them and any penalties payable in respect thereof, which an unsurrendered certificate shall be payable by entitled, until the Issuer. Such Bondholder must pay allsurrender of such certificate, if any, taxes arising by reference to any disposal vote the Shares which his or deemed disposal of a Bond in connection with its Company Capital Stock shall have been converted into the exercise of Exchange Rights by itright to receive.

Procedure for Exchange. (ia) To exercise Immediately after the Effective Time, (A) Parent shall furnish to StockTrans, Inc., its transfer agent, or such other bank or trust company reasonably acceptable to Company to act as exchange agent (the “Exchange Agent”), a corpus (the “Exchange Fund”) consisting of Parent Shares and cash sufficient to permit the Exchange Right attaching Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Company Shares (other than any Company Shares owned by Company), less such number and amount of the Parent Shares and cash that equals 5% of the aggregate number of Parent Shares and amount of cash that would have been deliverable to the Preferred Stockholders as Merger Consideration pursuant to Section 2.4(f)(2) were all outstanding shares of Preferred Stock as of the Effective Time to be converted and without giving effect to the withholding therefrom pursuant to this Section 2.5(a) or to any Bondadjustment pursuant to Section 2.4(f)(4), which number of Parent Shares and amount of cash (the Holder thereof must complete“Escrowed Consideration”) will be withheld from the amounts otherwise to be delivered to the holders of Preferred Stock as Merger Consideration to which each such holder of Preferred Stock would, execute but for this Section 2.5(a), be entitled to be delivered pursuant to this Agreement, pro rata in proportion to the respective amounts of cash and Parent Shares otherwise so deliverable and (B) Parent will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by Company and Parent prior to Closing to each holder of issued and outstanding Company Shares (other than any Company Shares owned by Company) for the holder to use in surrendering the certificates that, immediately prior to the Effective Time, represented his or its Company Shares against payment of the Merger Consideration to which the holder is entitled pursuant to Section 2.4(f), subject to the escrow of the Escrowed Consideration pursuant to the Escrow Agreement. Notwithstanding the withholding of the Escrowed Consideration and deposit at thereof with the specified office Escrow Agent pursuant to Section 2.6(a), each Preferred Stockholder shall, for all purposes of Section 2.4, be deemed to have received any such Escrowed Consideration so withheld and deposited. Upon surrender to the Exchange Agent at the Holder’s own expense at reasonable times during normal business hours (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidays) during the Exchange Period, a notice of exchange (an “Exchange Notice”) in the form (for the time being current) obtainable from the specified office of any Exchange Agentthese certificates, together with the Certificate evidencing such Bond (letter of transmittal, duly executed and any certificates and other documents as may be required by applicable law) and any amount completed in accordance with the letter of transmittal instructions, subject to the escrow of the Escrow Amount pursuant to the Escrow Agreement, Parent shall promptly cause to be paid by the Bondholder pursuant to this Condition 7(B)(i). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect issued a certificate representing that number of whole Bonds only. An Exchange Notice once deposited shall not be withdrawn without the consent in writing of the Issuer. The Exchange Date in respect of a Bond (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of the surrender of the Certificate in respect of such Bond (and any other documents as may be required by applicable law), due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange Right. A Bondholder exercising Exchange Rights must pay directly to the relevant authorities any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, the PRC or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the Issuer directly to the relevant authorities. If the Issuer fails to pay any Excluded Stamp Taxes, the relevant Holder shall be entitled to pay the Excluded Stamp Taxes to the relevant tax authority. The Issuer covenants to reimburse each such Bondholder in respect of the payment of Excluded Stamp Taxes by them and any penalties payable in respect thereof, which shall be payable by the Issuer. Such Bondholder must pay allParent Shares, if any, taxes arising by reference to which the Persons are entitled (in each case bearing the legends set forth in Sections 5.8(b) and 5.8(d) and after giving effect to any disposal required tax withholdings and the withholding of the Escrowed Consideration) and a check representing the sum of (x) the Cash Component (after giving effect to any required tax withholdings, the withholding of the Escrowed Consideration and the provisions of Section 2.4(f)(4)) and (y) the amount of cash in lieu of any fractional shares to which the Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or deemed disposal accrued on the Cash Component or the cash in lieu of fractional shares payable to recipients of Parent Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of payment that the surrendered certificate must be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that this tax has been paid or is not applicable. If any certificate representing Company Shares is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming a certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for this lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof except that the Person to whom this Merger Consideration is paid shall, as a condition precedent to the payment thereof, indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Parent Shares and payable to the holders of record thereof will be paid to the holder of any unsurrendered certificate until the holder thereof shall surrender this certificate in accordance with this Section 2.5. After the surrender of a Bond certificate in connection accordance with this Section 2.5, the exercise record holder thereof is entitled to receive any such dividends or other distributions, without any interest thereon, which previously had become payable with respect to the Parent Shares represented by such certificate. No holder of Exchange Rights by itan unsurrendered certificate is entitled, until the surrender of such certificate, to vote the Parent Shares into which his or its Company Shares shall have been converted.

Procedure for Exchange. (i) To exercise Immediately after the Effective Time, (A) the Purchaser will furnish to StockTrans, Inc., its transfer agent, or such bank or trust company reasonably acceptable to Target, to act as exchange agent (the "Exchange Agent") a corpus (the "Exchange Fund") consisting of Purchaser Shares -------------- ------------- and cash sufficient to permit the Exchange Right attaching Agent to make full payment of the Per Share Merger Consideration to the holders of all of the issued and outstanding Target Shares (other than any BondPurchaser-owned Shares), and (B) the Holder thereof must complete, execute and deposit at Purchaser will cause the specified office of any Exchange Agent at the Holder’s own expense at reasonable times during normal business hours to mail a letter of transmittal (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidays) during the Exchange Period, a notice of exchange (an “Exchange Notice”with instructions for its use) in the form to be mutually agreed upon by the Target and the Purchaser to each holder of issued and outstanding Target Shares (other than any Purchaser-owned Shares) for the time being current) obtainable from holder to use in surrendering the specified office certificates which represented his or its Target Shares against payment of any the Per Share Merger Consideration. Upon surrender to the Exchange AgentAgent of such certificates, together with such letter of transmittal, duly executed and completed in accordance with the Certificate evidencing instructions thereto, the Surviving Corporation shall promptly cause to be issued a certificate representing that number of whole Purchaser Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Bond (Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Purchaser Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any certificates and transfer or other documents taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof; provided, however, the -------- ------- Person to whom the Per Share Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be required by applicable law) made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Purchaser Shares and any amount payable to the holders of record thereof shall be paid by to the Bondholder pursuant to holder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with this Condition 7(B)(i(S)2(e). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Bonds only. An Exchange Notice once deposited shall not be withdrawn without the consent in writing of the Issuer. The Exchange Date in respect of a Bond (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of After the surrender of the Certificate a certificate in respect of such Bond accordance with this (and any other documents as may be required by applicable lawS)2(e), due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange Right. A Bondholder exercising Exchange Rights must pay directly to the relevant authorities any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect record holder thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, the PRC or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the Issuer directly to the relevant authorities. If the Issuer fails to pay any Excluded Stamp Taxes, the relevant Holder shall be entitled to pay the Excluded Stamp Taxes receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the relevant tax authorityPurchaser Shares represented by such certificate. The Issuer covenants to reimburse each such Bondholder in respect No holder of the payment of Excluded Stamp Taxes by them and any penalties payable in respect thereof, which an unsurrendered certificate shall be payable by entitled, until the Issuer. Such Bondholder must pay allsurrender of such certificate, if any, taxes arising by reference to any disposal or deemed disposal of a Bond in connection with vote the exercise of Exchange Rights by itPurchaser Shares into which his Target Shares shall have been converted.

Procedure for Exchange. (i) To exercise the Exchange Right attaching to any BondNote, the Holder holder thereof must complete, execute and deposit at his own expense during normal business hours during the Exchange Period at the specified office of any Exchange Agent at the Holder’s own expense at reasonable times during normal business hours (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidays) during the Exchange PeriodAgent, a notice of exchange (an “Exchange Notice”) in the form (for the time being current) obtainable from the specified office of any Exchange Agent, together with the Certificate evidencing such Bond Note (and any certificates and other documents as may be required by applicable law) and any amount to be paid by the Bondholder Noteholder pursuant to this Condition 7(B)(i6(b)(i). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Bonds Notes only. An Exchange Notice once deposited shall not be withdrawn without Subject to Condition 6(m), the consent in writing of the Issuer. The Exchange Date in respect of a Bond Note (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of the surrender of the Certificate in respect of such Bond (and any other documents as may be required by applicable law)Note, due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange RightRight or, in the case of an election by the Trustee to exercise the Exchange Rights pursuant to Condition 6(m), the relevant date fixed for redemption. A Bondholder Noteholder or the Trustee exercising Exchange Rights must pay directly (in the case of the Trustee, by way of deduction from the proceeds pursuant to the relevant authorities Condition 6(m)) any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on or exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, Republic of the PRC Philippines or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the Issuer directly to the relevant authoritiesIssuer. If the Issuer fails shall fail to pay any Excluded such Stamp Taxes, the relevant Holder holder or, as the case may be, the Trustee shall be entitled to tender and pay the Excluded Stamp Taxes to the relevant tax authoritysame. The Issuer Issuer, as a separate and independent stipulation, covenants to reimburse each such Bondholder Noteholder or, as the case may be, the Trustee in respect of the payment of Excluded such Stamp Taxes by them and any penalties payable in respect thereof, thereof which shall be payable by the Issuer. Such Bondholder Noteholder or, as the case may be, the Trustee must pay to the Exchange Agent (in the case of the Trustee, by way of deduction as aforesaid) all, if any, taxes arising by reference to any disposal or deemed disposal of a Bond Note in connection with the exercise of Exchange Rights by it.Rights. Terms and conditions of the Notes

Procedure for Exchange. (i) To exercise At or prior to the Effective Time, (A) Acquiror will furnish to Equiserve, its transfer agent, or such other bank or trust company reasonably acceptable to the Company, to act as exchange agent (the "EXCHANGE AGENT") a corpus (the "EXCHANGE FUND") consisting of Acquiror Shares and cash sufficient to permit the Exchange Right attaching Agent to make full payment of the Merger Consideration to the holders of all of the issued and outstanding Company Shares (other than any BondCompany Shares owned by Acquiror or the Company), and (B) Acquiror will cause the Holder thereof must complete, execute and deposit at the specified office of any Exchange Agent at to mail a letter of transmittal (with instructions for its use) in a form to be mutually agreed upon by the Holder’s own expense at reasonable times during normal business hours Company and Acquiror prior to Closing to each holder of issued and outstanding Company Shares (being between 9:00 a.m. and 3:00 p.m. (local time), Monday to Friday other than public holidaysany Company Shares owned by Acquiror or the Company) during for the holder to use in surrendering the certificates which, immediately prior to the Effective Time, represented his or its Company Shares against payment of the Merger Consideration to which such holder is entitled pursuant to ss.2(d)(v). Upon surrender to the Exchange Period, a notice Agent of exchange (an “Exchange Notice”) in the form (for the time being current) obtainable from the specified office of any Exchange Agentsuch certificates, together with such letter of transmittal, duly executed and completed in accordance with the Certificate evidencing instructions thereto, Acquiror shall promptly cause to be issued a certificate representing that number of whole Acquiror Shares and a check representing the amount of cash in lieu of any fractional shares and unpaid dividends and distributions, if any, to which such Bond (Persons are entitled, after giving effect to any required tax withholdings. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to recipients of Acquiror Shares. If payment is to be made to a Person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any certificates and transfer or other documents taxes required by reason of the payment to a Person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of the Surviving Corporation or the Exchange Agent that such tax has been paid or is not applicable. In the event any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof; PROVIDED, HOWEVER, the Person to whom such Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any claim that may be required by applicable law) made against the Surviving Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. No dividends or other distributions declared after the Effective Time with respect to Acquiror Shares and any amount payable to the holders of record thereof shall be paid by to the Bondholder pursuant to this Condition 7(B)(iholder of any unsurrendered certificate until the holder thereof shall surrender such certificate in accordance with thisss.2(e). An Exchange Notice once delivered shall be irrevocable. Exchange Rights may be exercised in respect of whole Bonds only. An Exchange Notice once deposited shall not be withdrawn without the consent in writing of the Issuer. The Exchange Date in respect of a Bond (the “Exchange Date”) will be the Exchange Business Day in the location of the relevant Exchange Agent immediately following the date of After the surrender of the Certificate a certificate in respect of such Bond (and any other documents as may be required by applicable lawaccordance with this ss.2(e), due delivery of the relevant Exchange Notice and, if applicable, the making of any payment to be made and the giving of any indemnity and/or security to be given under these Conditions in connection with the exercise of such Exchange Right. A Bondholder exercising Exchange Rights must pay directly to the relevant authorities any taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights (“Stamp Taxes”) or provide an indemnity and/or security in respect record holder thereof in such form as the Issuer may reasonably require, other than or in respect of any Stamp Taxes payable or imposed in the Cayman Islands, Hong Kong, the PRC or any other jurisdiction in which the register in respect of any securities or other property comprising Exchange Property is located or in which any property comprising Exchange Property is situated (“Excluded Stamp Taxes”), which shall be payable by the Issuer directly to the relevant authorities. If the Issuer fails to pay any Excluded Stamp Taxes, the relevant Holder shall be entitled to pay the Excluded Stamp Taxes receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the relevant tax authorityAcquiror Shares represented by such certificate. The Issuer covenants to reimburse each such Bondholder in respect No holder of the payment of Excluded Stamp Taxes by them and any penalties payable in respect thereof, which an unsurrendered certificate shall be payable by entitled, until the Issuer. Such Bondholder must pay allsurrender of such certificate, if any, taxes arising by reference to any disposal vote the Acquiror Shares into which his or deemed disposal of a Bond in connection with its Company Shares shall have been converted into the exercise of Exchange Rights by itright to receive.