Common use of Obligations of the Subscriber Clause in Contracts

Obligations of the Subscriber. In connection with the registration of the Registrable Securities, the Subscriber shall have the following obligations; (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Subscriber that the Subscriber shall timely furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall timely execute such documents in connection with such registration as the Company may reasonably request At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Subscriber of the information the Company requires from each such Subscriber (the "Requested Information") if such Subscriber has any Registrable Securities included in the Registration Statement. If at least two (2) business days prior to the filing date the Company has not received the Requested Information from an Subscriber (a "Non-Responsive Subscriber"), then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Subscriber. Once the Company has received the Requested Information it shall within ten (10) days file either an amendment to the Registration Statement or a new Registration Statement. All reasonable expenses incurred in connection with the filing of the amendment to the Registration Statement or a new Registration Statement in terms of this SECTION 4(A) shall be borne by the Non-Responsive Subscriber. (b) The Subscriber by such Subscriber's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder; and (c) The Subscriber agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or 3(h) above, the Subscriber will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Subscriber receives the copies of the supplemented or amended prospectus contemplated by Section 3(g) or 3(h) and, if so directed by the Company, the Subscriber shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Subscriber's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Obligations of the Subscriber. In connection with the registration of the Registrable SecuritiesAt Completion, the Subscriber shall have satisfy and discharge its obligation to pay to the Company HK$155,000,000.00 (being the subscription price of the Note for which the Subscriber has agreed to subscribe or procure subscription under Clause 2.1) in the following obligations;manner : (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of shall: (i) give the Subscriber that the Subscriber shall timely furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities and shall timely execute such documents a direction in connection with such registration as the Company may reasonably request At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Subscriber of the information the Company requires from each such Subscriber (the "Requested Information") if such Subscriber has any Registrable Securities included in the Registration Statement. If writing at least two (2) business days Business Days prior to the filing date Completion that the Company has not received subscription price for the Requested Information from an Subscriber (a "Non-Responsive Subscriber")Note shall be, then the Company may file the Registration Statement without including Registrable Securities of such Non-Responsive Subscriber. Once the Company has received the Requested Information it shall within ten (10) days file either an amendment whether as to the Registration Statement entirety or a new Registration Statement. All reasonable expenses incurred sufficient portion thereof, applied to repay the entire outstanding principal amount of the 2002 Convertible Note as at the Completion Date; and (ii) at Completion pay all the interest accrued under the 2002 Convertible Note from the last interest payment date up to and including the Completion Date in connection accordance with the filing terms of the amendment to the Registration Statement 2002 Convertible Note by way of cheque drawn in favour of Million Good (or a new Registration Statement in terms of this SECTION 4(A) shall be borne by the Non-Responsive Subscriber.as it may direct); and (b) The the Subscriber by such Subscribershall against the Company's acceptance compliance with the obligations set out in paragraph 2(a) contemporaneously deliver to the Company on Completion the following: (i) the original certificate of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder2002 Convertible Note for cancellation; and (cii) The Subscriber agrees thatif and to the extent that there is any remaining balance of the subscription price for the Note not applied in redemption of the 2002 Convertible Note as aforesaid, upon receipt a cheque, dated on or before the Completion Date and drawn on a licensed bank in Hong Kong, for an amount equal to such remaining balance drawn in favour of any notice from the Company (or such other person as it may direct), whereupon the 2002 Convertible Note shall be deemed to have been duly redeemed at the principal amount and accrued interest then outstanding without any penalty, premium or fee on the part of the happening of any event of the kind described in Section 3(g) or 3(h) above, the Subscriber will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Subscriber receives the copies of the supplemented or amended prospectus contemplated by Section 3(g) or 3(h) and, if so directed by the Company, which shall be (and the Subscriber shall deliver to procure the Company (at to be) fully and absolutely released and discharged of any and all outstanding payment obligations and liabilities under the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Subscriber's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.2002 Convertible Note notwithstanding any provisions thereof. SCHEDULE 3 WARRANTIES

Obligations of the Subscriber. In connection with the registration of the Registrable Securities, the Subscriber shall have the following obligations; (a) It shall be a condition precedent to the obligations of the Company to complete register the registration pursuant to shares of Common Stock subscribed for under this Subscription Agreement with respect to the Registrable Securities of the Subscriber that the Subscriber shall timely furnish to the Company such information regarding itselfthe Subscriber, the Registrable Securities held by it, shares of Common Stock subscribed for under this Subscription Agreement and the intended method of disposition of the Registrable Securities held by it, shares of Common Stock subscribed for under this Subscription Agreement as shall be reasonably required to effect the registration of such Registrable Securities the shares of Common Stock subscribed for under this Subscription Agreement and shall timely execute such documents and agreements in connection with such registration as the Company may reasonably request request. Subscriber shall cooperate as reasonably requested by the Company in connection with the preparation of the registration statement with respect to such registration, and for so long as the Company is obligated to file and keep effective such registration statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding the Subscriber and its plan of distribution of the Registrable Securities included in such registration as may be reasonably necessary to enable the Company to prepare such registration statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith. At least ten (10) days Business Days (as hereinafter defined) prior to the first anticipated filing date of the Registration Statement, the Company shall notify each the Subscriber of the information the Company requires from each such Subscriber him (the "“Requested Information"”) if such Subscriber has any Registrable Securities to have the shares of Common Stock subscribed for under this Subscription Agreement included in the Registration Statement. If at least two within three (23) business days prior to Business Days of the filing date the Company has not received the Requested Information from an Subscriber (a "Non-Responsive the Subscriber"), then the Company may file the Registration Statement without including Registrable Securities the shares of such Non-Responsive Common Stock subscribed for under this Subscription Agreement by the Subscriber. Once Subscriber shall furnish to the Company has received or the Requested Information underwriter, as applicable, such information regarding the Subscriber and the distribution proposed by it shall within ten (10) days file either an amendment to as the Registration Statement or a new Registration Statement. All reasonable expenses incurred Company may reasonably request in connection with any registration or offering referred to in this Section 6. For the filing purposes of this Subscription Agreement, the amendment to the Registration Statement term “Business Day” means any day other than a Saturday, a Sunday or a new Registration Statement in terms of this SECTION 4(A) shall day on which banks are required or permitted to be borne by the Non-Responsive Subscriber. (b) The Subscriber by such Subscriber's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder; and (c) The Subscriber agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or 3(h) above, the Subscriber will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Subscriber receives the copies of the supplemented or amended prospectus contemplated by Section 3(g) or 3(h) and, if so directed by the Company, the Subscriber shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies closed in the Subscriber's possession, Commonwealth of the prospectus covering such Registrable Securities current at the time of receipt of such noticeMassachusetts.