EXHIBIT 4.4
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A
PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) XXXXXX XXXXXX & CO. INC. ("XXXXXX XXXXXX"), OR AN UNDERWRITER OR A
SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR
PARTNER OF XXXXXX XXXXXX OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION
BY CHINAGROWTH SOUTH ACQUISITION CORPORATION ("COMPANY") OF A SHARE CAPITAL
EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS
COMBINATION")(AS DESCRIBED MORE FULLY IN THE COMPANY'S REGISTRATION STATEMENT
(DEFINED HEREIN)) OR _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY
LOCAL TIME, ___________, 2011.
UNIT PURCHASE OPTION
FOR THE PURCHASE OF
315,000 UNITS
OF
CHINAGROWTH SOUTH ACQUISITION CORPORATION
1. PURCHASE OPTION.
THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf
of Xxxxxx Xxxxxx or its designee ("HOLDER"), as registered owner of this
Purchase Option, to ChinaGrowth South Acquisition Corporation ("COMPANY"),
Holder is entitled, at any time or from time to time upon the later of the
consummation of a Business Combination or _______ __, 2007 ("COMMENCEMENT
DATE"), and at or before 5:00 p.m., New York City local time, _______ __, 2011
("EXPIRATION DATE"), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to 315,000 units ("UNITS") of the Company, each Unit
consisting of one ordinary share of the Company, par value $0.001 per share
("ORDINARY SHARE(S)"), and one warrant ("WARRANT(S)") expiring four years from
the effective date ("EFFECTIVE DATE") of the registration statement
("REGISTRATION STATEMENT") pursuant to which Units are offered for sale to the
public ("OFFERING"). Each Warrant is the same as the warrants included in the
Units being registered for sale to the public by way of the Registration
Statement ("PUBLIC WARRANTS"). If the Expiration Date is a day on which banking
institutions are authorized by law to close, then this Purchase Option may be
exercised on the next succeeding day which is not such a day in accordance with
the terms herein. During the period ending on the Expiration Date, the Company
agrees not to take any action that would terminate the Purchase Option. This
Purchase Option is initially exercisable at $10.00 per Unit so purchased;
provided, however, that upon the
occurrence of any of the events specified in Section 6 hereof, the rights
granted by this Purchase Option, including the exercise price per Unit and the
number of Units (and Ordinary Shares and Warrants) to be received upon such
exercise, shall be adjusted as therein specified. The term "Exercise Price"
shall mean the initial exercise price or the adjusted exercise price, depending
on the context.
2. EXERCISE.
2.1 EXERCISE FORM. In order to exercise this Purchase Option, the exercise
form attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Option and payment of the Exercise Price
for the Units being purchased payable in cash or by certified check or official
bank check. If the subscription rights represented hereby shall not be exercised
at or before 5:00 p.m., New York City local time, on the Expiration Date this
Purchase Option shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
2.2 LEGEND. Each certificate for the securities purchased under this
Purchase Option shall bear a legend as follows unless such securities have been
registered under the Securities Act of 1933, as amended ("ACT"):
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act") or
applicable state law. The securities may not be offered for sale, sold
or otherwise transferred except pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration
under the Act and applicable state law."
2.3 CASHLESS EXERCISE.
2.3.1 DETERMINATION OF AMOUNT. In lieu of the payment of the Exercise Price
multiplied by the number of Units for which this Purchase Option is exercisable
(and in lieu of being entitled to receive Ordinary Shares and Warrants) in the
manner required by Section 2.1, the Holder shall have the right (but not the
obligation) to convert any exercisable but unexercised portion of this Purchase
Option into Units (the "CONVERSION RIGHT") as follows: upon exercise of the
Conversion Right, the Company shall deliver to the Holder (without payment by
the Holder of any of the Exercise Price in cash) that number of Ordinary Shares
and Warrants comprising that number of Units equal to the quotient obtained by
dividing (x) the "Value" (as defined below) of the portion of the Purchase
Option being converted by (y) the Current Market Value (as defined below) of the
portion of the Purchase Option being converted. The "VALUE" of the portion of
the Purchase Option being converted shall equal the remainder derived from
subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units
underlying the portion of this Purchase Option being converted from (b) the
CURRENT MARKET VALUE of a Unit multiplied by the number of Units underlying the
portion of the Purchase Option being converted. As used herein, the term
"CURRENT MARKET VALUE" per Unit at any date means: (A) in the event that neither
the Units nor Warrants are still trading, the remainder derived from subtracting
(x) the exercise price of the Warrants multiplied by the number of Ordinary
Shares issuable upon exercise of the Warrants underlying one Unit from (y) (i)
the Current Market Price of the Ordinary Shares multiplied by (ii) the number of
Ordinary Shares underlying one Unit,
which shall include the Ordinary Shares underlying the Warrants included in such
Unit; (B) in the event that the Units, Ordinary Shares and Warrants are still
trading, (i) if the Units are listed on a national securities exchange or quoted
on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board
(or successor such as the Bulletin Board Exchange), the last sale price of the
Units in the principal trading market for the Units as reported by the exchange,
Nasdaq or the NASD, as the case may be, on the last trading day preceding the
date in question; or (ii) if the Units are not listed on a national securities
exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the
NASD OTC Bulletin Board (or successor exchange), but is traded in the residual
over-the-counter market, the closing bid price for Units on the last trading day
preceding the date in question for which such quotations are reported by the
Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event
that the Units are not still trading but the Ordinary Shares and Warrants
underlying the Units are still trading, the Current Market Price of the Ordinary
Shares plus the product of (x) the Current Market Price of the Warrants and (y)
the number of Ordinary Shares underlying the Warrants included in one Unit. The
"CURRENT MARKET PRICE" shall mean (i) if the Ordinary Shares (or Warrants, as
the case may be) are listed on a national securities exchange or quoted on the
Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or
successor such as the Bulletin Board Exchange), the last sale price of the
Ordinary Shares (or Warrants) in the principal trading market for the Ordinary
Shares as reported by the exchange, Nasdaq or the NASD, as the case may be, on
the last trading day preceding the date in question; (ii) if the Ordinary Shares
(or Warrants, as the case may be) are not listed on a national securities
exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the
NASD OTC Bulletin Board (or successor exchange), but are traded in the residual
over-the-counter market, the closing bid price for the Ordinary Shares (or
Warrants) on the last trading day preceding the date in question for which such
quotations are reported by the Pink Sheets, LLC or similar publisher of such
quotations; and (iii) if the fair market value of the Ordinary Shares cannot be
determined pursuant to clause (i) or (ii) above, such price as the Board of
Directors of the Company shall determine, in good faith.
2.3.2 MECHANICS OF CASHLESS EXERCISE. The Cashless Exercise Right may be
exercised by the Holder on any business day on or after the Commencement Date
and not later than the Expiration Date by delivering the Purchase Option with
the duly executed exercise form attached hereto with the cashless exercise
section completed to the Company, exercising the Cashless Exercise Right and
specifying the total number of Units the Holder will purchase pursuant to such
Cashless Exercise Right.
3. TRANSFER.
3.1 GENERAL RESTRICTIONS. The registered Holder of this Purchase Option, by
its acceptance hereof, agrees that it will not sell, transfer, assign, pledge or
hypothecate this Purchase Option for a period of one year following the
Effective Date to anyone other than (i) Xxxxxx Xxxxxx or an underwriter or a
selected dealer in connection with the Offering, or (ii) a bona fide officer or
partner of Xxxxxx Xxxxxx or of any such underwriter or selected dealer. On and
after the first anniversary of the Effective Date, transfers to others may be
made subject to compliance with or exemptions from applicable securities laws.
In order to make any permitted assignment, the Holder must deliver to the
Company the assignment form attached hereto duly executed and completed,
together with the Purchase Option and payment of all transfer taxes, if
any, payable in connection therewith. The Company shall within five business
days transfer this Purchase Option on the books of the Company and shall execute
and deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate
number of Units purchasable hereunder or such portion of such number as shall be
contemplated by any such assignment.
3.2 RESTRICTIONS IMPOSED BY THE ACT. The securities evidenced by this
Purchase Option shall not be transferred unless and until (i) the Company has
received the opinion of counsel for the Holder that the securities may be
transferred pursuant to an exemption from registration under the Act and
applicable state securities laws, the availability of which is established to
the reasonable satisfaction of the Company (the Company hereby agreeing that the
opinion of DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement
or a post-effective amendment to the Registration Statement relating to such
securities has been filed by the Company and declared effective by the
Securities and Exchange Commission (the "COMMISSION") and compliance with
applicable state securities law has been established.
4. NEW PURCHASE OPTIONS TO BE ISSUED.
4.1 PARTIAL EXERCISE OR TRANSFER. Subject to the restrictions in Section 3
hereof, this Purchase Option may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender
of this Purchase Option for cancellation, together with the duly executed
exercise or assignment form and except in the case of an exercise of this
Purchase Option contemplated by Section 2.3 hereof, funds sufficient to pay any
Exercise Price and/or transfer tax, the Company shall cause to be delivered to
the Holder without charge a new Purchase Option of like tenor to this Purchase
Option in the name of the Holder evidencing the right of the Holder to purchase
the number of Units purchasable hereunder as to which this Purchase Option has
not been exercised or assigned.
4.2 LOST CERTIFICATE. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Purchase Option and
of reasonably satisfactory indemnification or the posting of a bond, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any such
new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.
5. REGISTRATION RIGHTS.
5.1 DEMAND REGISTRATION.
5.1.1 GRANT OF RIGHT. The Company, upon written demand ("INITIAL
DEMAND NOTICE") of the Holder(s) of at least 51% of the Purchase Options and/or
the underlying Units and/or the underlying securities ("MAJORITY HOLDERS"),
agrees to register (the "DEMAND REGISTRATION") under the Act on one occasion,
all or any portion of the Purchase Options requested by the Majority Holders in
the Initial Demand Notice and all of the securities underlying such Purchase
Options, including the Units, Ordinary Shares, the Warrants and the Ordinary
Shares underlying the Warrants (collectively, the "REGISTRABLE SECURITIES"). On
such
occasion, the Company will file a registration statement or a post-effective
amendment to the Registration Statement covering the Registrable Securities
within sixty days after receipt of the Initial Demand Notice and use its best
efforts to have such registration statement or post-effective amendment declared
effective as soon as possible thereafter. The demand for registration may be
made at any time during a period of five years beginning on the Effective Date.
The Initial Demand Notice shall specify the number of shares of Registrable
Securities proposed to be sold and the intended method(s) of distribution
thereof. The Company will notify all holders of the Purchase Options and/or
Registrable Securities of the demand within ten days from the date of the
receipt of any such Initial Demand Notice. Each holder of Registrable Securities
who wishes to include all or a portion of such holder's Registrable Securities
in the Demand Registration (each such holder including shares of Registrable
Securities in such registration, a "DEMANDING HOLDER") shall so notify the
Company within fifteen (15) days after the receipt by the holder of the notice
from the Company. Upon any such request, the Demanding Holders shall be entitled
to have their Registrable Securities included in the Demand Registration,
subject to Section 5.1.4.
5.1.2 EFFECTIVE REGISTRATION. A registration will not count as a
Demand Registration until the registration statement filed with the Commission
with respect to such Demand Registration has been declared effective and the
Company has complied with all of its obligations under this Agreement with
respect thereto; provided, however, that if, after such registration statement
has been declared effective, the offering of Registrable Securities pursuant to
a Demand Registration is interfered with by any stop order or injunction of the
Commission or any other governmental agency or court, the registration statement
with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of
the Demanding Holders thereafter elect to continue the offering.
5.1.3 UNDERWRITTEN OFFERING. If the Majority Holders so elect and such
holders so advise the Company as part of the Initial Demand Notice, the offering
of such Registrable Securities pursuant to such Demand Registration shall be in
the form of an underwritten offering. In such event, the right of any holder to
include its Registrable Securities in such registration shall be conditioned
upon such holder's participation in such underwriting and the inclusion of such
holder's Registrable Securities in the underwriting to the extent provided
herein. All Demanding Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting by the
Majority Holders.
5.1.4 REDUCTION OF OFFERING. If the managing underwriter or
underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount
or number of shares of Registrable Securities which the Demanding Holders desire
to sell, taken together with all other Ordinary Shares or other securities which
the Company desires to sell and the Ordinary Shares, if any, as to which
registration has been requested pursuant to written contractual piggy-back
registration rights held by other shareholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares that can be
sold in such offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of shares, as
applicable, the "MAXIMUM NUMBER OF SHARES"), then the Company shall include in
such registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares that each such Person has requested be included in
such registration, regardless of the number of shares held by each such Person
(such proportion is referred to herein as "PRO RATA")) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (i),
the Ordinary Shares or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares; (iii) third, to the
extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (i) and (ii), the Ordinary Shares or other securities
registrable pursuant to the terms of the Registration Rights Agreement between
the Company and the initial investors in the Company, dated as of ________ __,
2006 (the "REGISTRATION RIGHTS AGREEMENT" and such registrable securities, the
"INVESTOR SECURITIES") as to which "piggy-back" registration has been requested
by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (iv) fourth, to the extent that the Maximum Number of
Shares have not been reached under the foregoing clauses (i), (ii), and (iii),
the Ordinary Shares or other securities for the account of other persons that
the Company is obligated to register pursuant to written contractual
arrangements with such persons and that can be sold without exceeding the
Maximum Number of Shares.
5.1.5 WITHDRAWAL. If a majority-in-interest of the Demanding Holders
disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of
the Demanding Holders may elect to withdraw from such offering by giving written
notice to the Company and the underwriter or underwriters of their request to
withdraw prior to the effectiveness of the registration statement filed with the
Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand
Registration, then such registration shall not count as a Demand Registration
provided for in Section 5.1.
5.1.6 TERMS. The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, including the expenses of any legal
counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities, but the Holders shall pay any and all underwriting
commissions. The Company agrees to use its reasonable best efforts to qualify or
register the Registrable Securities in such states as are reasonably requested
by the Majority Holder(s); provided, however, that in no event shall the Company
be required to register the Registrable Securities in a state in which such
registration would cause (i) the Company to be obligated to qualify to do
business in such state, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (ii) the principal
shareholders of the Company to be obligated to escrow their shares of share
capital of the Company. The Company shall cause any registration statement or
post-effective amendment filed pursuant to the demand rights granted under
Section 5.1.1 to remain effective for a period of nine consecutive months from
the effective date of such registration statement or post-effective amendment.
5.2 PIGGY-BACK REGISTRATION.
5.2.1 PIGGY-BACK RIGHTS. If at any time during the seven year period
commencing on the Effective Date the Company proposes to file a registration
statement under the Act with respect to an offering of equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account or for shareholders
of the Company for their account (or by the Company and by shareholders of the
Company including, without limitation, pursuant to Section 5.1), other than a
registration statement (i) filed in connection with any employee share option or
other benefit plan, (ii) for an exchange offer or offering of securities solely
to the Company's existing shareholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such
proposed filing to the holders of Registrable Securities as soon as practicable
but in no event less than ten (10) days before the anticipated filing date,
which notice shall describe the amount and type of securities to be included in
such offering, the intended method(s) of distribution, and the name of the
proposed managing underwriter or underwriters, if any, of the offering, and (y)
offer to the holders of Registrable Securities in such notice the opportunity to
register the sale of such number of shares of Registrable Securities as such
holders may request in writing within five (5) days following receipt of such
notice (a "PIGGY-BACK REGISTRATION"). The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to
cause the managing underwriter or underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration on the same terms and conditions as any similar
securities of the Company and to permit the sale or other disposition of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof. All holders of Registrable Securities proposing to distribute their
securities through a Piggy-Back Registration that involves an underwriter or
underwriters shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such Piggy-Back Registration.
5.2.2 REDUCTION OF OFFERING. If the managing underwriter or
underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in
writing that the dollar amount or number of Ordinary Shares which the Company
desires to sell, taken together with Ordinary Shares, if any, as to which
registration has been demanded pursuant to written contractual arrangements with
persons other than the holders of Registrable Securities hereunder, the
Registrable Securities as to which registration has been requested under this
Section 5.2, and the Ordinary Shares, if any, as to which registration has been
requested pursuant to the written contractual piggy-back registration rights of
other shareholders of the Company, exceeds the Maximum Number of Shares, then
the Company shall include in any such registration:
(a) If the registration is undertaken for the Company's account:
(A) first, the Ordinary Shares or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (B)
second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Ordinary Shares or other securities, if any,
comprised of Registrable Securities and Investor Securities, as to which
registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be
sold without exceeding the Maximum Number of Shares; and (C) third, to the
extent that the Maximum Number of shares has not been reached under the
foregoing clauses (A) and (B), the Ordinary Shares or other
securities for the account of other persons that the Company is obligated to
register pursuant to written contractual piggy-back registration rights with
such persons and that can be sold without exceeding the Maximum Number of
Shares;
(b) If the registration is a "demand" registration undertaken at
the demand of holders of Investor Securities, (A) first, the Ordinary Shares or
other securities for the account of the demanding persons, Pro Rata, that can be
sold without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the Ordinary Shares or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (C) third,
to the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata,
as to which registration has been requested pursuant to the terms hereof, that
can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to
the extent that the Maximum Number of Shares has not been reached under the
foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for
the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares; and
(c) If the registration is a "demand" registration undertaken at
the demand of persons other than either the holders of Registrable Securities or
of Investor Securities, (A) first, the Ordinary Shares or other securities for
the account of the demanding persons that can be sold without exceeding the
Maximum Number of Shares; (B) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the Ordinary Shares
or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (C) third, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A)
and (B), collectively the Ordinary Shares or other securities comprised of
Registrable Securities and Investor Securities, Pro Rata, as to which
registration has been requested pursuant to the terms hereof and of the
Registration Rights Agreement, as applicable, that can be sold without exceeding
the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A), (B) and
(C), the Ordinary Shares or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding the Maximum
Number of Shares.
5.2.3 WITHDRAWAL. Any holder of Registrable Securities may elect to
withdraw such xxxxxx's request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request
to withdraw prior to the effectiveness of the registration statement. The
Company (whether on its own determination or as the result of a withdrawal by
persons making a demand pursuant to written contractual obligations) may
withdraw a registration statement at any time prior to the effectiveness of the
registration statement. Notwithstanding any such withdrawal, the Company shall
pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 5.2.4.
5.2.4 TERMS. The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, including the expenses of any legal
counsel selected by the Holders to represent them in connection with the sale of
the Registrable Securities but the Holders shall pay any and all underwriting
commissions related to the Registrable Securities. In the event of such a
proposed registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than fifteen days written notice prior to
the proposed date of filing of such registration statement. Such notice to the
Holders shall continue to be given for each applicable registration statement
filed (during the period in which the Purchase Option is exercisable) by the
Company until such time as all of the Registrable Securities have been
registered and sold. The Holders of the Registrable Securities shall exercise
the "piggy-back" rights provided for herein by giving written notice, within ten
days of the receipt of the Company's notice of its intention to file a
registration statement. The Company shall cause any registration statement filed
pursuant to the above "piggyback" rights to remain effective for at least nine
months from the date that the Holders of the Registrable Securities are first
given the opportunity to sell all of such securities.
5.3 DAMAGES. Should the registration or the effectiveness thereof required
by Sections 5.1 and 5.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Company shall, in addition
to any other equitable or other relief available to the Holder(s), be liable for
any and all incidental, special and consequential damages sustained by the
Holder(s), including, but not limited to, the loss of any profits that might
have been received by the holder upon the sale of Ordinary Shares or Warrants
(and Ordinary Shares underlying the Warrants) underlying this Purchase Option.
5.4 GENERAL TERMS.
5.4.1 INDEMNIFICATION. The Company shall indemnify the Holder(s) of
the Registrable Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within the meaning
of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of
1934, as amended ("EXCHANGE ACT"), against all loss, claim, damage, expense or
liability (including all reasonable attorneys' fees and other expenses
reasonably incurred in investigating, preparing or defending against litigation,
commenced or threatened, or any claim whatsoever whether arising out of any
action between the underwriter and the Company or between the underwriter and
any third party or otherwise) to which any of them may become subject under the
Act, the Exchange Act or otherwise, arising from such registration statement but
only to the same extent and with the same effect as the provisions pursuant to
which the Company has agreed to indemnify the underwriters contained in Section
5 of the Underwriting Agreement between the Company, Xxxxxx Xxxxxx and the other
underwriters named therein dated the Effective Date. The Holder(s) of the
Registrable Securities to be sold pursuant to such registration statement, and
their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage, expense or liability (including
all reasonable attorneys' fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to
the same
extent and with the same effect as the provisions contained in Section 5 of the
Underwriting Agreement pursuant to which the underwriters have agreed to
indemnify the Company.
5.4.2 EXERCISE OF PURCHASE OPTIONS. Nothing contained in this Purchase
Option shall be construed as requiring the Holder(s) to exercise their Purchase
Options or Warrants underlying such Purchase Options prior to or after the
initial filing of any registration statement or the effectiveness thereof.
5.4.3 DOCUMENTS DELIVERED TO HOLDERS. The Company shall furnish Xxxxxx
Xxxxxx, as representative of the Holders participating in any of the foregoing
offerings, a signed counterpart, addressed to the participating Holders, of (i)
an opinion of counsel to the Company, dated the effective date of such
registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any underwriting
agreement related thereto), and (ii) a "cold comfort" letter dated the effective
date of such registration statement (and, if such registration includes an
underwritten public offering, a letter dated the date of the closing under the
underwriting agreement) signed by the independent public accountants who have
issued a report on the Company's financial statements included in such
registration statement, in each case covering substantially the same matters
with respect to such registration statement (and the prospectus included
therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' letters delivered to
underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to Xxxxxx Xxxxxx, as representative of the Holders
participating in the offering, the correspondence and memoranda described below
and copies of all correspondence between the Commission and the Company, its
counsel or auditors and all memoranda relating to discussions with the
Commission or its staff with respect to the registration statement and permit
Xxxxxx Xxxxxx, as representative of the Holders, to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the National Association of Securities
Dealers, Inc. ("NASD"). Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as Xxxxxx Xxxxxx, as representative of the
Holders, shall reasonably request. The Company shall not be required to disclose
any confidential information or other records to Xxxxxx Xxxxxx, as
representative of the Holders, or to any other person, until and unless such
persons shall have entered into reasonable confidentiality agreements (in form
and substance reasonably satisfactory to the Company), with the Company with
respect thereto.
5.4.4 UNDERWRITING AGREEMENT. The Company shall enter into an
underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this
Section 5, which managing underwriter shall be reasonably acceptable to the
Company. Such agreement shall be reasonably satisfactory in form and substance
to the Company, each Holder and such managing underwriters, and shall contain
such representations, warranties and covenants by the Company and such other
terms as are customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any underwriting agreement
relating to an underwritten sale of their Registrable Securities and may, at
their option, require that any or all the representations,
warranties and covenants of the Company to or for the benefit of such
underwriters shall also be made to and for the benefit of such Holders. Such
Holders shall not be required to make any representations or warranties to or
agreements with the Company or the underwriters except as they may relate to
such Holders and their intended methods of distribution. Such Holders, however,
shall agree to such covenants and indemnification and contribution obligations
for selling shareholders as are customarily contained in agreements of that type
used by the managing underwriter. Further, such Holders shall execute
appropriate custody agreements and otherwise cooperate fully in the preparation
of the registration statement and other documents relating to any offering in
which they include securities pursuant to this Section 5. Each Holder shall also
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable
Securities.
5.4.5 RULE 144 SALE. Notwithstanding anything contained in this
Section 5 to the contrary, the Company shall have no obligation pursuant to
Sections 5.1 or 5.2 for the registration of Registrable Securities held by any
Holder (i) where such Holder would then be entitled to sell under Rule 144
within any three-month period (or such other period prescribed under Rule 144 as
may be provided by amendment thereof) all of the Registrable Securities then
held by such Holder, and (ii) where the number of Registrable Securities held by
such Holder is within the volume limitations under paragraph (e) of Rule 144
(calculated as if such Holder were an affiliate within the meaning of Rule 144).
5.4.6 SUPPLEMENTAL PROSPECTUS. Each Holder agrees, that upon receipt
of any notice from the Company of the happening of any event as a result of
which the prospectus included in the registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, such Holder will
immediately discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such Xxxxxx's
receipt of the copies of a supplemental or amended prospectus, and, if so
desired by the Company, such Holder shall deliver to the Company (at the expense
of the Company) or destroy (and deliver to the Company a certificate of such
destruction) all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.
6. ADJUSTMENTS.
6.1 ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise
Price and the number of Units underlying the Purchase Option shall be subject to
adjustment from time to time as hereinafter set forth:
6.1.1 SHARE DIVIDENDS - SPLIT-UPS. If after the date hereof, and
subject to the provisions of Section 6.4 below, the number of outstanding
Ordinary Shares is increased by a share dividend payable in Ordinary Shares or
by a split-up of Ordinary Shares or other similar event, then, on the effective
date thereof, the number of Ordinary Shares underlying each of the Units
purchasable hereunder shall be increased in proportion to such increase in
outstanding shares. In such case, the number of Ordinary Shares, and the
exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall
be adjusted in accordance with the terms of the Warrants. For example, if the
Company declares a two-for-one share dividend and at the time of such dividend
this Purchase Option is for the purchase of one Unit at $10.00 per whole Unit
(each Warrant underlying the Units is exercisable for $6.00 per share), upon
effectiveness of the dividend, this Purchase Option will be adjusted to allow
for the purchase of one Unit at $10.00 per Unit, each Unit entitling the holder
to receive two Ordinary Shares and two Warrants (each Warrant exercisable for
$5.00 per share).
6.1.2 AGGREGATION OF SHARES. If after the date hereof, and subject to
the provisions of Section 6.4, the number of outstanding Ordinary Shares is
decreased by a consolidation, combination or reclassification of Ordinary Shares
or other similar event, then, on the effective date thereof, the number of
Ordinary Shares underlying each of the Units purchasable hereunder shall be
decreased in proportion to such decrease in outstanding shares. In such case,
the number of Ordinary Shares, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall
be adjusted in accordance with the terms of the Warrants.
6.1.3 REPLACEMENT OF SECURITIES UPON REORGANIZATION, ETC. In case of
any reclassification or reorganization of the outstanding Ordinary Shares other
than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects
the par value of such Ordinary Shares, or in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the
outstanding Ordinary Shares), or in the case of any sale or conveyance to
another corporation or entity of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Option shall have the right thereafter (until the
expiration of the right of exercise of this Purchase Option) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares or other
securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, by a Holder of the number of Ordinary Shares of the
Company obtainable upon exercise of this Purchase Option and the underlying
Warrants immediately prior to such event; and if any reclassification also
results in a change in Ordinary Shares covered by Section 6.1.1 or 6.1.2, then
such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section
6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other
transfers.
6.1.4 CHANGES IN FORM OF PURCHASE OPTION. This form of Purchase Option
need not be changed because of any change pursuant to this Section, and Purchase
Options issued after such change may state the same Exercise Price and the same
number of Units as are stated in the Purchase Options initially issued pursuant
to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Options reflecting a required or permissive change shall not be deemed to waive
any rights to an adjustment occurring after the Commencement Date or the
computation thereof.
6.1.5 ADJUSTMENTS OF WARRANTS. To the extent the price of the Warrants
are lowered pursuant to Section 3.1 of the Warrant Agreement, dated ___________,
2006, between
the Company and American Stock Transfer & Trust Company (the "WARRANT
AGREEMENT") the price of the Warrants underlying the Purchase Option shall be
reduced on identical percentage terms. To the extent the duration of the
Warrants is extended pursuant to Section 3.2 of the Warrant Agreement, the
duration of the Warrants underlying the Purchase Option shall be extended on
identical terms.
6.2 SUBSTITUTE PURCHASE OPTION. In case of any consolidation of the Company
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Ordinary Shares), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental Purchase Option providing that the holder of each Purchase Option
then outstanding or to be outstanding shall have the right thereafter (until the
stated expiration of such Purchase Option) to receive, upon exercise of such
Purchase Option, the kind and amount of shares and other securities and property
receivable upon such consolidation or merger, by a holder of the number of
Ordinary Shares of the Company for which such Purchase Option might have been
exercised immediately prior to such consolidation, merger, sale or transfer.
Such supplemental Purchase Option shall provide for adjustments which shall be
identical to the adjustments provided in Section 6. The above provision of this
Section shall similarly apply to successive consolidations or mergers.
6.3 ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required
to issue certificates representing fractions of Ordinary Shares or Warrants upon
the exercise of the Purchase Option, nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up or
down to the nearest whole number of Warrants, Ordinary Shares or other
securities, properties or rights.
7. RESERVATION AND LISTING. The Company shall at all times reserve and keep
available out of its authorized Ordinary Shares, solely for the purpose of
issuance upon exercise of the Purchase Options or the Warrants underlying the
Purchase Option, such number of Ordinary Shares or other securities, properties
or rights as shall be issuable upon the exercise thereof. The Company covenants
and agrees that, upon exercise of the Purchase Options and payment of the
Exercise Price therefor, all Ordinary Shares and other securities issuable upon
such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any shareholder. The Company further
covenants and agrees that upon exercise of the Warrants underlying the Purchase
Options and payment of the respective Warrant exercise price therefor, all
Ordinary Shares and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non-assessable and not subject to preemptive
rights of any shareholder. As long as the Purchase Options shall be outstanding,
the Company shall use its best efforts to cause all (i) Units and Ordinary
Shares issuable upon exercise of the Purchase Options, (iii) Warrants issuable
upon exercise of the Purchase Options and (iv) Ordinary Shares issuable upon
exercise of the Warrants included in the Units issuable upon exercise of the
Purchase Option to be listed (subject to official notice of issuance) on all
securities exchanges (or, if applicable on the Nasdaq National Market, SmallCap
Market, OTC Bulletin Board or any successor trading market) on which the Units,
the Ordinary Shares or the Public Warrants issued to the public in connection
herewith may then be listed and/or quoted.
8. CERTAIN NOTICE REQUIREMENTS.
8.1 HOLDER'S RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed as
conferring upon the Holders the right to vote or consent as a shareholder for
the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to
the expiration of the Purchase Options and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the
Company shall give written notice of such event at least fifteen days prior to
the date fixed as a record date or the date of closing the transfer books for
the determination of the shareholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be. Notwithstanding the foregoing, the Company shall deliver to
each Holder a copy of each notice given to the other shareholders of the Company
at the same time and in the same manner that such notice is given to the
shareholders.
8.2 EVENTS REQUIRING NOTICE. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its Ordinary Shares for the
purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Ordinary Shares any additional shares of share
capital of the Company or securities convertible into or exchangeable for shares
of share capital of the Company, or any option, right or warrant to subscribe
therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business shall be proposed.
8.3 NOTICE OF CHANGE IN EXERCISE PRICE. The Company shall, promptly after
an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change ("PRICE NOTICE"). The Price
Notice shall describe the event causing the change and the method of calculating
same and shall be certified as being true and accurate by the Company's
President and Chief Financial Officer.
8.4 TRANSMITTAL OF NOTICES. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or
private courier service: (i) if to the registered Holder of the Purchase Option,
to the address of such Holder as shown on the books of the Company, or (ii) if
to the Company, to the following address or to such other address as the Company
may designate by notice to the Holders:
ChinaGrowth South Acquisition Corporation
0000 Xxxxxxxx Xxxx, Xxxxxxxx
Shanghai Chemical Industry Park
Shanghai, China 201417
Attn: Xxxxxxx X. Xxxxx; Chief Executive Officer
9. MISCELLANEOUS.
9.1 AMENDMENTS. The Company and Xxxxxx Xxxxxx may from time to time
supplement or amend this Purchase Option without the approval of any of the
Holders in order to cure any ambiguity, to correct or supplement any provision
contained herein that may be defective or inconsistent with any other provisions
herein, or to make any other provisions in regard to matters or questions
arising hereunder that the Company and Xxxxxx Xxxxxx may xxxx necessary or
desirable and that the Company and Xxxxxx Xxxxxx xxxx shall not adversely affect
the interest of the Holders. All other modifications or amendments shall require
the written consent of and be signed by the party against whom enforcement of
the modification or amendment is sought.
9.2 HEADINGS. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.
9.3 ENTIRE AGREEMENT. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.
9.4 BINDING EFFECT. This Purchase Option shall inure solely to the benefit
of and shall be binding upon, the Holder and the Company and their permitted
assignees, respective successors, legal representative and assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.
9.5 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Purchase Option shall
be governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to conflict of laws. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
8 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company and the
Holder agree that the prevailing party(ies) in any such action shall be entitled
to recover from the other party(ies) all of its reasonable attorneys' fees and
expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor.
9.6 WAIVER, ETC. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of
the provisions of this Purchase Option shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non- fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach or non-compliance.
9.7 EXECUTION IN COUNTERPARTS. This Purchase Option may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.
9.8 EXCHANGE AGREEMENT. As a condition of the Holder's receipt and
acceptance of this Purchase Option, Xxxxxx agrees that, at any time prior to the
complete exercise of this Purchase Option by Xxxxxx, if the Company and Xxxxxx
Xxxxxx enter into an agreement ("EXCHANGE AGREEMENT") pursuant to which they
agree that all outstanding Purchase Options will be exchanged for securities or
cash or a combination of both, then Holder shall agree to such exchange and
become a party to the Exchange Agreement.
IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the ___ day of ________ 2006.
CHINAGROWTH SOUTH ACQUISITION
CORPORATION
By:
-----------------------------
Name:
Title:
Form to be used to exercise Purchase Option:
ChinaGrowth South Acquisition Corporation
0000 Xxxxxxxx Xxxx, Xxxxxxxx
Shanghai Chemical Industry Park
Shanghai, China 201417
Date:_________________, 200__
The undersigned hereby elects irrevocably to exercise all or a portion of
the within Purchase Option and to purchase ____ Units of ChinaGrowth South
Acquisition Corporation and hereby makes payment of $____________ (at the rate
of $____ per Unit) in payment of the Exercise Price pursuant thereto. Please
issue the Ordinary Shares and Warrants as to which this Purchase Option is
exercised in accordance with the instructions given below.
or
The undersigned hereby elects irrevocably to convert its right to purchase
_________ Units purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a "Value" of $_______
based on a "Market Price" of $_______). Please issue the securities comprising
the Units as to which this Purchase Option is exercised in accordance with the
instructions given below.
---------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of the purchase option in every particular, without
alteration or enlargement or any change whatever.
Signature(s) Guaranteed:
------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name
------------------------------------------------------------------------
(Print in Block Letters)
Address
------------------------------------------------------------------------
Form to be used to assign Purchase Option:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the within
Purchase Option):
FOR VALUE RECEIVED,______________________________________________ does
hereby sell, assign and transfer unto___________________________________________
the right to purchase __________ Units of ChinaGrowth South Acquisition
Corporation ("COMPANY") evidenced by the within Purchase Option and does hereby
authorize the Company to transfer such right on the books of the Company.
Dated:___________________, 200_
---------------------------------------------------
Signature
---------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of the purchase option in every particular, without
alteration or enlargement or any change whatever.
Signature(s) Guaranteed:
-------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15).
