Common use of Default Options Clause in Contracts

Default Options. 9.4.1 In the event that any Default Notice is served on the Company pursuant to the provisions of this Clause 9 in respect of the occurrence of a Specified Default Event as set out in Clause 9.2.1 or 9.2.2(i): (i) the voting rights and any other rights of the Defaulting Shareholder (whether under this Agreement or under the Constitution, including any rights to receive dividends) shall be suspended; and (ii) the Non-Defaulting Shareholders shall, without prejudice to any other rights and remedies they may have, be entitled to: (a) call options (the “Default Call Options” and each, a “Default Call Option”), being the right of the Non-Defaulting Shareholders to require the Defaulting Shareholder to sell to the Non-Defaulting Shareholders pro rata (based on their respective Shareholding Percentages) free from all Encumbrances and with all rights and advantages attaching thereto, all (and not some only) of the Shares held by the Defaulting Shareholder for the time being (the “Defaulting Shareholder’s Shares”). If any Non-Defaulting Shareholder does not exercise its Default Call Option, the Shares subject to such Default Call Option shall be offered to the other Non-Defaulting Shareholders on the same terms and conditions, pro rata based on their respective Shareholding Percentages inter se; or (b) put options (the “Default Put Options” and each, a “Default Put Option”), being the right of each Non-Defaulting Shareholder to require the Defaulting Shareholder to purchase from such Non- Defaulting Shareholder free from all Encumbrances and with all rights and advantages attaching thereto, all (and not some only) of the Shares held by such Non-Defaulting Shareholder for the time being (the “Non-Defaulting Shareholder’s Shares”), provided always that if any of the Non-Defaulting Shareholders exercise their Default Call Option, the other Non-Defaulting Shareholders may only elect to exercise their Default Call Option and will no longer be able to exercise their Default Put Option. 9.4.2 In the event that any Default Notice is served on the Company pursuant to the provisions of this Clause 9 in respect of the occurrence of a Specified Default Event as set out in Clause 9.2.2(ii), the Non-Defaulting Shareholders shall, without prejudice to any other rights and remedies they may have, be entitled to call options (the “Insolvency Call Options” and each, an “Insolvency Call Option”), being the right of the Non-Defaulting Shareholders to require the Defaulting Shareholder to sell to the Non-Defaulting Shareholders pro rata (based on their respective Shareholding Percentages) free from all Encumbrances and with all rights and advantages attaching thereto, all (and not some only) of the Shares held by the Defaulting Shareholder for the time being (the “Insolvency Default Shares”). If any Non-Defaulting Shareholder does not exercise its Insolvency Call Option, the Shares subject to such Insolvency Call Option shall be offered to the other Non-Defaulting Shareholders on the same terms and conditions, pro rata based on their respective Shareholding Percentages. 9.4.3 The Non-Defaulting Shareholders shall, in addition to their rights under Clause 9.4.1 and 9.4.2, be entitled to require the appointment of a professional valuer or merchant bank (the “Appointed Valuer”) for the purpose of determining the Prescribed Price (as defined in Clause 9.5.1 below). The Appointed Valuer shall be appointed by agreement between the Shareholders within 14 days of the Defaulting Shareholder’s receipt of the Default Notice and failing agreement, by the President for the time being of the Singapore International Arbitration Centre.

Default Options. 9.4.1 In (A) This clause 18.2 shall apply if an Event of Default occurs and is continuing in relation to any Shareholder (the event that any “Defaulting Shareholder”). (B) The other Shareholder (the “non-Defaulting Shareholder”) may, within 60 days of becoming aware of the Event of Default Notice is served but not thereafter, serve a written notice (a “Default Notice”) on the Company pursuant to the provisions of this Clause 9 in respect of the occurrence of a Specified Default Event as set out in Clause 9.2.1 or 9.2.2(i):Defaulting Shareholder requiring it to: (i) sell or procure the voting rights and any other rights sale of all (but not less than all) of the Defaulting Shareholder (whether under this Agreement or under Shareholder’s Shares to the Constitution, including any rights to receive dividends) shall be suspended; and (ii) the Nonnon-Defaulting Shareholders shallShareholder at their Prescribed Value (in the case of an Event of Default within any of clauses 18.1(A), without prejudice to any other rights and remedies they may have(B) or (C) (Events of Default), be entitled to: less a discount of 5%) (a) call options (the “Default Call Options” and each, a “Default Call Option”), being the right of the Non-Defaulting Shareholders to require the Defaulting Shareholder to sell to the Non-Defaulting Shareholders pro rata (based on their respective Shareholding Percentages) free from all Encumbrances and with all rights and advantages attaching thereto, all (and not some only) of the Shares held by the Defaulting Shareholder for the time being (the “Defaulting Shareholder’s Shares”). If any Non-Defaulting Shareholder does not exercise its Default Call Option, the Shares subject to such Default Call Option shall be offered to the other Non-Defaulting Shareholders on the same terms and conditions, pro rata based on their respective Shareholding Percentages inter se; or (bii) put options purchase all (but not less than all) of the “non-Defaulting Shareholder’s Shares at their Prescribed Value (in the case of an Event of Default Put Options” and eachwithin any of clauses 18.1(A), (B) or (C), plus a premium of 5%) (a “Default Put Option”), being the right of and, in each Non-Defaulting Shareholder to require the Defaulting Shareholder to purchase from such Non- Defaulting Shareholder case, free from all Encumbrances encumbrances and together with all rights and advantages attaching thereto, to the Shares. (C) The parties shall use all (and not some only) reasonable endeavours to determine or procure the determination of the Prescribed Value of the relevant Shares held (calculated as at the Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by such Non-Defaulting Shareholder for the time being asterisks (the “Non-Defaulting Shareholder’s Shares*****”), provided always that if any and the omitted text has been filed separately with the Securities and Exchange Commission. date of service of the Non-Defaulting Shareholders exercise their Default Call OptionNotice) in accordance with the provisions of clause 23 (Prescribed Value) as soon as reasonably practicable after the giving of a Default Notice. (D) The Shareholder which has served a Default Notice may revoke the Default Notice within 10 Business Days after the Prescribed Value of the relevant Shares has been determined. If the Default Notice is revoked, the other Non-Defaulting Shareholders no further Default Notice may only elect to exercise their be served, and no Default Call Option and will no longer be able to exercise their or Default Put OptionOption may be exercised, in respect of the circumstances comprising the relevant Event of Default. 9.4.2 In (E) The transfer of the event that any Default Notice is served on relevant Shares pursuant to this clause 18.2 shall be completed in accordance with the Company pursuant provisions of clause 21 (Completion of Share transfers) within seven Business Days after the determination of the Prescribed Value of the relevant Shares in accordance with the provisions of clause 23 (Prescribed Value) (subject to the provisions of this Clause 9 in respect clause 19 (Exercise of the occurrence of a Specified Default Event as set out in Clause 9.2.2(iioptions and transfer rights), the Non-Defaulting Shareholders shall, without prejudice to any other rights and remedies they may have, be entitled to call options (the “Insolvency Call Options” and each, an “Insolvency Call Option”), being the right of the Non-Defaulting Shareholders to require the Defaulting Shareholder to sell to the Non-Defaulting Shareholders pro rata (based on their respective Shareholding Percentages) free from all Encumbrances and with all rights and advantages attaching thereto, all (and not some only) of the Shares held by the Defaulting Shareholder for the time being (the “Insolvency Default Shares”). If any Non-Defaulting Shareholder does not exercise its Insolvency Call Option, the Shares subject to such Insolvency Call Option shall be offered to the other Non-Defaulting Shareholders on the same terms and conditions, pro rata based on their respective Shareholding Percentages. 9.4.3 The Non-Defaulting Shareholders shall, in addition to their rights under Clause 9.4.1 and 9.4.2, be entitled to require the appointment of a professional valuer or merchant bank (the “Appointed Valuer”) for the purpose of determining the Prescribed Price (as defined in Clause 9.5.1 below). The Appointed Valuer shall be appointed by agreement between the Shareholders within 14 days of the Defaulting Shareholder’s receipt of the Default Notice and failing agreement, by the President for the time being of the Singapore International Arbitration Centre.