EXHIBIT 3
DATED 23 DECEMBER 2004
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CHASM LAKE MANAGEMENT SERVICES, LLC
- and -
SOFAER CAPITAL INC.
- and -
RESTRUCTURING INVESTORS LIMITED
- and -
PASSLAKE LIMITED
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INVESTOR GROUP AGREEMENT
in respect of Far East Energy Corporation
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Xxxxxxxx & Xxxxxxxx MNP
00 Xxxxxxx Xxxx
Xxxxxx
XX0X 0XX
Xxxxxx Xxxxxxx
Tel:- 000 0000 0000
Fax:- 000 0000 0000
INVESTOR GROUP AGREEMENT
THIS AGREEMENT is made on 23 December 2004.
BETWEEN:
(1) CHASM LAKE MANAGEMENT SERVICES, LLC with its office address at 000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, XXX ("CLMS"), which is
entering into this Agreement for itself and as representative for
Persistency, a Cayman Islands limited company;
(2) SOFAER CAPITAL INC. with its office address at 0 Xxxxx Xxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx ("SOFAER"), which is entering into this
Agreement for itself and as agent for Caledonian Bank and Trust, Ltd.
as trustee for the Sofaer Capital Global Fund and Caledonian Bank and
Trust, Ltd. as trustee for the Sofaer Capital Asian Fund;
(3) RESTRUCTURING INVESTORS LIMITED with its office address at Xxx Xxxxxxx
0, XX0000, Xxxxxx, Xxxxxxxxxxx ("RIL"); and
(4) PASSLAKE LIMITED with its office address at P.O. Box 309, Xxxxxx Town,
Grand Cayman, Cayman Islands, British West Indies ("PASSLAKE").
RECITALS:
(A) CLMS, Sofaer, RIL and Passlake has each agreed to invest in the Company
and to receive the benefit of the Warrant and has each entered into,
inter alia, the Stock Subscription Agreement and Registration Rights
Agreement (as such terms are defined below).
(B) As co-investors in the Company, the parties now wish to enter into this
Agreement (on the terms and conditions set out below), in consideration
of the mutual and respective agreements contained herein, in order to
regulate the basis upon which they will exercise their rights in
relation to the Company and their dealing with each other.
THE PARTIES HAVE AGREED as follows:
1. DEFINITIONS
1.1. In this Agreement and the Recitals, the following words shall have the
meanings set forth below except where specified to the contrary:
"AFFILIATE" means: (i) any individual, corporation,
partnership, limited liability company, limited
liability partnership, practice, association,
joint stock company, trust, fund, unincorporated
organisation or other venture or business
vehicle (each an "ENTITY") in which a party owns
a fifty percent (50%) or greater equity
interest; or (ii) any Entity which, directly or
indirectly, is in Control of, is Controlled by,
is under common Control with or is managed by a
party to this Agreement. For the purposes of
this definition, "CONTROL" means the possession
by a person (or persons acting in concert)
directly or indirectly of the power to direct or
cause the direction or the management and
policies of
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that party, whether through the ownership of
voting securities, partnership or equity, by
contract or otherwise;
"BOARD" means the board of directors from time to time
of the Company;
"BOARD VOTES" means all voting rights exercisable at Board
meetings (or pursuant to a written consent or
resolution in lieu of a Board meeting);
"COMPANY" means Far East Energy Corporation, a corporation
organised and existing under the laws of the
State of Nevada, USA;
"FUNDRAISING" means an offering of debt or equity securities
of the Company in a capital raising transaction,
as described in Section 3.13 of the Stock
Subscription Agreement;
"INVESTOR DIRECTOR" means the director appointed to the Board by the
Investors and nominated in accordance with
Clause 4.1 hereof and Section 3.12 of the Stock
Subscription Agreement;
"INVESTOR MAJORITY" means a decision made by the holders from time
to time of more than 50% of the Investor Shares;
"INVESTOR SHARES" means the 12,812,500 shares of common stock, par
value $0.001 per share, of the Company issued to
the Investors pursuant to the Stock Subscription
Agreement or such number of the aforesaid shares
(adjusted to take into account disposals to
Third Parties) held from time to time by the
Investors and/or their Affiliates;
"INVESTORS" means CLMS, Sofaer, RIL and Passlake and the
investing entities represented by them together,
and "Investor" means any one of them;
"PRO RATA" means in proportion to the Investors' and/or
their Affiliates' holding of Investor Shares,
being initially in the proportion of:
CLMS 39.025%
Sofaer 39.025%
RIL 19.51%
Passlake 2.44%
TOTAL 100%
subject to any Investor(s) and/or Affiliate(s)
having disposed of any of its or their initial
holding of Investor Shares in which event "Pro
Rata" shall be adjusted to reflect such
dispositions from time to time. "Pro Rata" shall
not be adjusted as a result of dilution
resulting from fresh issues of shares by the
Company;
"REGISTRATION RIGHTS means the Registration Rights Agreement dated as
AGREEMENT" of December 21, 2004 entered into between (1)
the Company and (2) the Investors;
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"SHAREHOLDER VOTES" means all voting rights exercisable at
shareholders' meetings of the Company (or
pursuant to a written consent or resolution in
lieu of a shareholders' meeting);
"SPECIAL MAJORITY" means a decision made by the holders from time
to time of more than 85% of the Investor Shares;
"STOCK SUBSCRIPTION means the Stock Subscription Agreement entered
AGREEMENT" into on December 21, 2004 between (1) the
Company and (2) the Investors pursuant to which
the Investors agreed to subscribe for and
purchase in aggregate 12,812,500 shares of
common stock, par value $0.001 per share, of the
Company;
"TAKEOVER OFFER" means any proposal to effect an acquisition of
or change in control of the Company, including
without limitation by means of (i) a
reorganisation, merger or consolidation, (ii) a
transaction or series of related transactions in
which the Company's shareholders of record as
constituted immediately prior to such
transaction or series of related transactions
will, immediately after such transaction or
series of related transactions (by virtue of
securities issued in such transaction or series
of related transactions) fail to hold at least
50% of the voting power of the resulting or
surviving corporation following such transaction
or series of related transactions or (iii) a
sale of all or substantially all of the assets
of the Company;
"TENDER OFFER" means an offer, including without limitation an
offer by the Company, to acquire all or a
portion of the capital stock of the Company,
whether or not for purposes of effecting a
change in control of the Company, that is made
to the Investors or any member thereof, or to
shareholders of the Company generally;
"THIRD PARTY" means a person other than an Investor and/or
their Affiliates;
"VOTING RIGHTS" means Board Votes and/or Shareholder Votes;
"WARRANT" means the Warrant entered into by the Company on
December 21, 2004 in favour of the Investors.
1.2. In this Agreement:
(a) the contents and clause headings are for convenience only and
do not affect its construction;
(b) words denoting the singular include the plural and vice versa;
(c) words denoting one gender include each gender and all genders;
and
(d) general words shall not be given a restrictive meaning by
reason of the fact that they are followed by particular
examples intended to be embraced by the general words or
introduced by the word other and preceded by words indicating
a particular class of acts, matters or things and accordingly
the rule known as the ejusdem generis rule shall not apply to
this Agreement.
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1.3. In this Agreement, unless otherwise specified or the context otherwise
requires, a reference to:
(a) a person is to be construed to include a reference to any
individual, firm, partnership, company, corporation,
association, organisation, trust or fund (in each case whether
or not having a separate legal personality);
(b) a document, instrument or agreement (including, without
limitation, this Agreement) is a reference to any such
document, instrument or agreement as modified, amended,
varied, supplemented or novated from time to time;
(c) a Recital or Clause is a reference to a recital to this
Agreement or a clause of this Agreement; and
(d) a statutory provision is to be construed as a reference to
such provision as amended, consolidated or re-enacted from
time to time and to any orders, regulations, instruments or
other subordinate legislation made under the relevant statute.
2. VOTING RIGHTS AND FURTHER ASSURANCE
2.1. The Investors severally agree to exercise all Voting Rights and powers
available to them in relation to the Company and shall do everything
necessary to procure (so far as they are each able to do so) that full
effect is given to the terms of this Agreement, and their rights under
the Stock Subscription Agreement, Registration Rights Agreement and
Warrant.
2.2. Where the Investors are required under this Agreement to exercise their
powers in relation to the Company to procure a particular matter or
thing, such obligation shall be deemed to include an obligation to
exercise their powers jointly with the other Investors and any
Affiliates who hold shares in the Company to procure such matter or
thing.
2.3. The Investors agree that:
(a) they will co-operate with each other and execute and deliver
to each other such other instruments and documents and take
such other actions as may be reasonably requested from time to
time in order to carry out, evidence and confirm their rights
and the intended purpose of this Agreement;
(b) they will act in good faith towards each other at all times in
fulfilment of their obligations hereunder and in relation to
the Company and this Agreement; and
(c) any matters to be dealt with between the Investors as a group
and any particular Investor will be dealt with on arm's length
normal commercial terms.
3. INVESTOR MEETINGS AND DECISIONS
3.1. The Investors shall meet at least two times a year and at not more than
six monthly intervals. Ten (10) clear days' written notice shall be
given to each of the Investors of all Investor meetings (except if the
Investor Majority agree to shorter notice).
3.2. Each notice of an Investor meeting shall:
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(a) specify a reasonably detailed agenda;
(b) be accompanied by any relevant papers; and
(c) be sent by courier or facsimile transmission to the address or
facsimile number specified in Clause 14.11.
3.3. The quorum at an Investor meeting shall be: (i) in the case of a
meeting dealing with the matters referred to in Clause 5.2, a Special
Majority; and (ii) in the case of a meeting dealing with any other
matter, an Investor Majority; in each case present at the time when the
relevant business is transacted. If a quorum is not present within half
an hour of the time appointed for the meeting or ceases to be present,
the Investors present shall adjourn the meeting to a specified place
and time. Notice of the adjourned meeting shall be given as soon as
possible following the adjournment.
3.4. Investor meetings shall be chaired by the Investor Director save in the
case of meetings dealing with the appointment, removal or replacement
of the Investor Director, in which case the Investors present may
appoint any one of their number to act as chairman for the meeting.
3.5. All business arising at any Investor meeting shall be determined by
resolution passed by Investor Majority, save in the case of any of the
matters referred to in Clause 5.2, in which case such matter shall be
determined by resolution passed by Special Majority.
3.6. Each Investor shall use its reasonable endeavours to ensure that at
least one authorised representative nominated by it attends Investor
meetings.
3.7. Investor meetings may be held by telephone or video conference or an
Investor may attend an Investor meeting by telephone or video
conference. Notice of the dial-in details for the telephone or video
conference shall be given to Investors together with notice of an
Investor meeting.
3.8. A resolution in writing signed by or on behalf of all the Investors
shall be as valid and effectual as if it had been passed at a meeting
of Investors duly convened and held and may consist of several
documents in the like form each signed by one or more Investors.
3.9. Minutes of all Investor meetings shall be prepared and distributed by
the chairman of the relevant meeting to all Investors as soon as
reasonably possible after each meeting (and in any case, within one
month of such meeting).
4. INVESTOR DIRECTOR
4.1. The nomination of an Investor Director shall be by Investor Majority.
The first Investor Director shall be Xxx Xxxxx.
4.2. The Investor Director shall vote at board meetings as directed by the
Investors, such directions being decided by Investor Majority.
4.3. The Investors shall procure (so far as they are each able to do so and
so far as the Investor Director is permitted to do so) that the
Investor Director:
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(a) provides each of the Investors with a copy of the agenda
proposed for any Board meetings and all the related documents
as soon as possible after they are available and takes
instructions as to the directions of the Investors by Investor
Majority;
(b) provides each of the Investors with a summary or the minutes
of each Board meeting as soon as possible after such Board
meeting is held;
(c) provides each of the Investors with regular updates on the
operating and financial performance on the Company;
(d) provides each of the Investors with such financial or other
information in relation to the Company as the Investors may
from time to time reasonably require;
PROVIDED ALWAYS THAT the Investor Director shall not be in breach of
its obligations by doing any of the aforesaid.
5. SHAREHOLDER VOTES, TAKEOVER OFFERS, TENDER OFFERS
5.1. The Investors shall pre-agree and vote uniformly on Shareholder Votes.
The Investors' approach to Shareholder Votes shall be determined by
Investor Majority and the Investors agree to be bound by the will of
the Investor Majority to act accordingly.
5.2. The Investors shall pre-agree and confirm uniformly their acceptance or
rejection of any Takeover Offer, Tender Offer and similar such offers.
The Investors' approach to the aforesaid matters referred to in this
Clause 5.2 shall be determined by Special Majority and the Investors
agree to be bound by the will of the Special Majority to act
accordingly.
6. FINANCING REPRESENTATIVE
6.1. The Investors shall, prior to a Fundraising, appoint one of their
number to be their Financing Representative; such appointment being
determined by Investor Majority.
6.2. The Financing Representative shall be responsible for liaison between
the Investors and the Company and shall have other responsibilities and
authority as determined by Investor Majority.
7. PRE-EMPTION RIGHTS
Each Investor shall have the right to participate Pro Rata in
Fundraisings, either with its own money or from third parties
introduced by such Investor.
8. PROFESSIONALS AND OTHER THIRD PARTIES
8.1. Professionals, agents and other such third parties shall be engaged and
terminated by the Investor Director, subject to Investor Majority
approval. The terms of such engagements shall be determined by the
Investor Director, subject to Investor Majority approval.
8.2. Persons engaged by individual Investors, for instance to secure
funding, shall be determined freely by such Investor and shall be at
own cost ("INDIVIDUAL APPOINTMENTS").
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9. FUNDRAISING FEE FROM COMPANY
9.1. In the event of a Fundraising, the Investors shall have 45 days from
the date of the Company's issuance of a capital raising notice (the
"PERIOD") in accordance with Section 3.13 of the Stock Subscription
Agreement to raise or procure funding for the Company. If any Investor
cannot or reasonably believes it may not raise its due proportion of
the funds required by the Company either in full or at all, such
Investor shall give notice (the "NOTICE") to the other Investors as
soon as practicable, but not less than 10 business days prior to the
expiry of the Period. The other Investors shall then be able to fund or
procure funding for the balance of said funds, subject to the Investor
actually not being able to procure funding. The Investor which has
served the Notice shall have priority until the expiry of the Period to
fund, or procure funding for, the Company.
9.2. The fee and/or commission payable by the Company to the Investors in
relation to their assistance on a Fundraising (the "FEE"), shall be
dealt with as follows:
(a) 40% shall be paid to the Investors proportionately to the
funds raised by the Investors (whether from such Investor or
third parties introduced by such Investor) (the "COMMISSION");
(b) after the Commission is paid in full, the Expenses (as defined
in Clause 11.1) shall be deducted from the Fee;
(c) the balance shall then shared between the Investors Pro Rata.
9.3. It is expressly understood and agreed that any fees and/or commission
payable to CLMS will be solely payable to CLMS itself and not to
Persistency.
10. RIG CONSTRUCTION BUSINESS
10.1. The Investors shall have the right to participate Pro Rata in the
ownership of any joint venture company, body corporate or other vehicle
("JVCO") formed between the Investors and the Company pursuant to
Article 6 of the Stock Subscription Agreement relating to the Rig
Construction Business ("RCB").
10.2. If any Investor does not take up such rights or a proportion thereof,
the rights or such proportion shall transfer to the other Investor(s)
Pro Rata.
10.3. The Investors shall appoint a representative to JVCo to represent the
Investors, such appointment being made by Investor Majority.
11. FUNDRAISING EXPENSES
11.1. Investor management time, fees, costs, charges (including all
professional fees such as legal, accounting, travel, accommodation)
("EXPENSES") shall be borne Pro Rata. Expenses shall not include fees
and costs of Individual Appointments (as defined in Clause 8.2).
11.2. Expenses shall accrue and be settled as set out in Clause 9.2 from the
Fee.
11.3. Management time of the Investors shall be charged at rates reasonably
agreed by Investor Majority from time to time.
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12. US SECURITIES LAW COMPLIANCE; INDEMNITY
12.1. So long as they are required to do so under the United States
Securities Exchange Act of 1934, as amended, (the "1934 ACT"),
including, without limitation, Section 16 thereof, each Investor agrees
to provide the information necessary to make timely and accurate
filings thereunder and that it will comply with the 1934 Act
requirements.
12.2. Notwithstanding the generality of Clause 12.1, an Investor or an
Affiliate which carries out any trading activity in the Investor Shares
or any other shares in the capital of the Company shall report such
trading activity to the other Investors on the day such trading
activity occurs.
12.3. So long as the Investors are obliged to file reports pursuant to the
requirements of the 1934 Act, each Investor shall indemnify and keep
indemnified on demand the other Investors, on an after-tax basis,
against any and all claims, losses, damages, liabilities, compensation,
awards, penalties, costs and/or expenses reasonably incurred or
suffered by the other Investors arising from or in connection with any
failure by such Investor to comply with the requirements of the 1934
Act.
13. DURATION OF AGREEMENT AND ADHERENCE
13.1. This Agreement shall commence with effect from the date hereof and
shall continue in full force and effect until the first to occur of the
following events:
(a) the express written agreement of all of the parties that this
Agreement should cease; or
(b) a party transfers all of its Investor Shares such that neither
such party nor any of its Affiliates holds any Investor
Shares, in which case this Agreement ceases to apply only in
relation to such party who ceases to hold any Investor Shares;
PROVIDED THAT the terms of this Agreement shall nevertheless continue
to bind the parties thereafter to such extent and for so long as may be
necessary to give effect to the rights and obligations embodied herein.
13.2. In the event that a party to this Agreement wishes to transfer its
Shares and/or Warrants (or any part thereof) to an Affiliate, such
party shall procure that the transferee executes a Deed of Adherence in
or substantially in the form set out in Schedule 1 pursuant to which
the transferee agrees to be bound by the terms of this Agreement.
13.3. Save for a transferee of Shares and/or Warrants pursuant to Clause
13.2, the inclusion of additional persons as Investors under this
Agreement shall require a recommendation by one of the Investors and
the admission of such person shall be determined by Investor Majority.
If the parties determine to admit such person as an Investor, the
nominee shall execute a Deed of Adherence in or substantially in the
form set out in Schedule 1 pursuant to which the nominee agrees to be
bound by the terms of this Agreement.
14. GENERAL PROVISIONS
14.1. CONFIDENTIALITY. This Agreement and its contents and any confidential
information disclosed by one Investor to the others in furtherance of
or pursuant to this Agreement shall be kept
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confidential and shall not be disclosed to third parties without the
prior written consent of the other parties, save as required by law,
regulation or the rules of any relevant recognised investment exchange.
14.2. CONFLICT WITH OTHER DOCUMENTS. In the event of any ambiguity or
conflict arising between the terms of this Agreement and those of the
Stock Subscription Agreement, Registration Rights Agreement and
Warrants, the terms of this Agreement shall prevail vis-a-vis the
Investors.
14.3. ASSIGNMENT. Save as permitted by Clause 13.2, neither this Agreement
nor any rights hereunder may be assigned, transferred or otherwise
disposed of by a party without the prior written agreement of all
parties to this Agreement.
14.4. THIRD PARTIES. Save in respect of the persons on behalf of whom CLMS
and Sofaer are entering into this Agreement (who shall also be able to
enforce this Agreement), a third party who is not a party to this
Agreement has no right under the Contract (Rights of Third Parties) Act
1999 (the "Act") to enforce any term of this Agreement but this does
not affect any right or remedy of a third party which exists or is
available apart from the Act. Each of CLMS and Sofaer severally
represent and warrant that it respectively is able to bind the
respective persons it purports to execute this Agreement on behalf of
and also severally agree to, if requested to do so by any other
Investor, procure that such persons adhere to this Agreement by
entering into a Deed of Adherence in or substantially in the form set
out in Schedule 1.
14.5. ENTIRE AGREEMENT. This Agreement and any documents referred to in it,
together constitute the entire agreement and understanding between the
parties relating to its subject matter and supersedes and extinguishes
any prior drafts, agreements and undertakings, whether in writing or
oral, relating to such subject matter except to the extent the same are
repeated in this Agreement. Each of the parties acknowledges that it
has not been induced to enter into this Agreement by any
representation, statement, warranty, promise or assurance by the other
(or any other person) other than those expressly set out in this
Agreement.
14.6. VARIATION. No variation of this Agreement shall be effective unless
made in writing and signed by all parties to this Agreement.
14.7. RIGHTS ETC CUMULATIVE AND OTHER MATTERS. (a) The rights, powers,
privileges and remedies provided in this Agreement are cumulative and
are not exclusive of any rights, powers, privileges or remedies
provided by law or otherwise. (b) No failure to exercise nor any delay
in exercising any right, power, privilege or remedy under this
Agreement shall in any way impair or affect the exercise thereof or
operate as a waiver thereof in whole or in part. (c) No single or
partial exercise of any right, power, privilege or remedy under this
Agreement shall prevent any further or other exercise thereof or the
exercise of any other right, power, privilege or remedy.
14.8. INVALIDITY. If any provision or term of this Agreement is held or
rendered illegal, invalid or unenforceable under any applicable law,
such provision or term shall, insofar as it is severable from the
remaining provisions or terms, be deemed omitted from this Agreement
and shall not adversely affect the remaining provisions or terms. Any
such illegal, invalid or unenforceable provision or term shall be
considered not severable if and to the extent that its omission from
this Agreement would or may materially alter or affect the commercial
intent or effect of this Agreement. In such event, the parties shall
use their best endeavours to replace any such illegal, invalid or
unenforceable provision or term with provisions and terms which most
closely reflect their commercial intent and effect.
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14.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts which shall together constitute one Agreement. Any party
may enter into this Agreement by signing any such counterpart.
14.10. COSTS. Except as otherwise expressly provided herein or otherwise
agreed in writing between the Investors, the parties shall bear the
costs and expenses arising out of or in connection with the
preparation, negotiation and implementation of this Agreement.
14.11. NOTICES. Any notice to be given under this Agreement shall be either
delivered personally or sent by first class recorded delivery (airmail
if overseas) or by facsimile. The address for service of each party is
as follows:
(a) if to CLMS to:
Address: Chasm Lake Management Services, LLC
000 Xxxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
U.S.A.
Attention: Xxxxxx Xxxxxx
Facsimile No: x0 000 000 0000
with a copy to: Persistency
Xxxxxx House
P.O. Box 309
Xxxxxx Town
Cayman Islands
British West Indies
(b) if to Sofaer to:
Address: Sofaer Capital Inc.
0 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxx Xxxxx
Facsimile No: x00 00 0000 0000
with a copy to: Caledonian Bank and Trust, Ltd.
Caledonian House
Xxxxxx Town
Grand Cayman
Cayman Islands
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(c) if to RIL to:
Address: Restructuring Investors Limited
Xxx Xxxxxxx 0
XX0000
Xxxxxx
Xxxxxxxxxxx
Attention: Xxxxx Xxxxxxx
Facsimile No: x00 00 000 00 00
(d) if to Passlake to:
Address: Passlake Limited
X.X. Xxx 000
Xxxxxx Xxxx
Xxxxx Xxxxxx
Xxxxxx Xxxxxxx
British West Indies
with a copy to: Cavamont Services SA
00 xxx xx Xxxxx
0000 Xxxxxx
Xxxxxxxxxxx
Facsimile No: x00 00 000 00 00
or any other address for service previously notified to the other
parties. A notice is deemed to have been served as follows: (i) if
personally delivered, at the time of delivery; (ii) if posted, at the
expiration of 48 hours or (in the case of airmail) 5 business days
after the envelope containing it is delivered into the custody of the
postal authorities; or (iii) if sent by facsimile, on receipt of an
acknowledgement of the completion of its transmission. In proving
service it is sufficient to prove that personal delivery was made, or
that the envelope containing the notice was properly addressed and
delivered into the custody of the postal authority as a prepaid first
class recorded delivery or airmail letter (as appropriate).
14.12. NOT A PARTNERSHIP/AGENCY. Nothing in this Agreement shall, nor shall it
be deemed to, constitute a partnership between the parties, or any of
them. Nothing in this Agreement shall authorise any party to act as
agent or representative of the others (or any of them) or to authorise
any such party to assume or create an obligation on behalf of the other
(or others), except as expressly provided in this Agreement.
15. GOVERNING LAW AND JURISDICTION
The construction, validity and performance of this Agreement shall be
governed in all respects by English law and the parties hereby agree to
refer their disputes under this Agreement to the exclusive jurisdiction
of the English courts.
IN WITNESS of which the parties have caused this Agreement to be executed on the
day and year first above written.
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SCHEDULE 1
DEED OF ADHERENCE
THIS DEED OF ADHERENCE is made on [ DATE ] by [ NAME ] (the "COVENANTOR")
SUPPLEMENTAL to an Investor Group Agreement dated December __, 2004 and made
between (1) Chasm Lake Management Services, LLC, (2) Sofaer Capital Inc., (3)
Restructuring Investors Limited and (4) Passlake Limited (the "AGREEMENT").
Words and expressions defined in the Agreement shall have the same meaning in
this Deed.
The Covenantor covenants as follows:
1 The Covenantor hereby confirms that it has been supplied with a copy of
the Agreement and hereby covenants with each of the Investors to
observe, perform and be bound by all the terms of the Agreement which
are capable of applying to the Covenantor and which have not been
performed at the date of this Deed as if Covenantor had been named as
an Investor in that Agreement.
2 This Deed shall be governed by and construed in accordance with English
law.
IN WITNESS WHEREOF this Deed has been duly executed the date first above
written.
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EXECUTED for and on behalf of CHASM LAKE )
MANAGEMENT SERVICES, LLC (acting for itself )
and as representative for Persistency, a ) Signature: Xxxxxx X. Xxxxxx
Cayman Islands limited company) acting by its )
duly authorised representative: )
) Name / Position: XXXXXX XXXXXX /
) MANAGING DIRECTOR
EXECUTED for and on behalf of SOFAER CAPITAL )
INC. (acting for itself and as agent for )
Caledonian Bank and Trust, Ltd. as trustee ) Signature: X. Xxxxx
for the Sofaer Capital Global Fund and )
Caledonian Bank and Trust, Ltd. as trustee )
for the Sofaer Capital Asian Fund) acting by ) Name / Position: XXX XXXXX /
its duly authorised representative: ) INVESTMENT ADVISER
)
EXECUTED for and on behalf of RESTRUCTURING )
INVESTORS LIMITED acting by its duly ) Signature: Xxxxxxx X'Xxxxx
authorised representative: )
)
Name / Position: XXXXXXX X'XXXXX FOR
SILEX MANAGEMENT LTD
SOLE DIRECTOR
EXECUTED for and on behalf of PASSLAKE )
LIMITED acting by its duly authorised ) Signature: Xxxxxxxxxx Xxxxx
representative: )
Name / Position: XXXXXXXXXX XXXXX /
POWER OF ATTORNEY
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