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DRAFT _____, 2009 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (MOU) is dated _____, 20XX by and between: (1)

[SS], a company organized under the laws of [_], (the Seller), and (2) [Buyer], a company organized under the laws of [_] (the Buyer), and (3) [Mr. T], the principal (the Guarantor), and (hereinafter collectively referred to as the Parties and individually as a Party), WHEREAS: A. The Seller is a shareholder of [CAYMAN HOLDCO] (the Company) and the entire amount of its shareholding in the Company is as set forth in Schedule I hereto the Shares); B. The Seller and the Buyer have entered into discussions contemplating the sale of the Shares by Seller to Buyer (the Acquisition) upon terms and conditions set forth in a mutually acceptable Share Sale Agreement (as defined below) which will contain among other things, the terms set forth below. C. The Parties wish to memorialize in this MOU their binding understanding of the principal terms of the Acquisition as described below. NOW THEREFORE THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS: 1. PURCHASE OF SHARES; CONSIDERATION.

1.1 Seller will sell, and Buyer will purchase, the Shares free and clear of encumbrances upon the terms of a definitive Share Sale and Purchase Agreement (the Share Sale Agreement) to be entered into by the Parties. 1.2 The aggregate consideration for the purchase of the Shares shall be $[_] in cash (the Sale Price) payable by Buyer to Seller. 1.3 The Sale Price shall be paid by Buyer to Seller in three equal annual installments as follows: First Installment: Second Installment: Third Installment: US$[_] on or prior to December 31, 2010. US$[_] on or prior to December 31, 2011. US$[_] on or prior to December 31, 2012.

1.4 The Guarantor shall guarantee any amount of the Sale Price which is unpaid by the Buyer and shall sign a suitable guarantee letter in regard to the foregoing (the Guarantee Letter). 1.5 Title of the Shares shall pass to the Buyer within 30 days after the execution date of the Share Sale Agreement. Until the Sale Price has been fully paid by the Buyer (or the Guarantor, in the

event of the Buyers default), the Buyer shall hold the Shares as a custodian of the amount of Shares for which the Sale Price remains unpaid. The Guarantor shall cause the shareholder of the Buyer to pledge the shares of the Buyer to the Seller as security (the Share Pledge) for the full payment of the Sale Price. 1.6 The Parties acknowledge that each of them is familiar with the financial and operation history of the Company. Accordingly, the Share Sale Agreement shall contain minimal representations and warranties and closing conditions which are standard for a secondary sale and purchase of shares among sophisticated institutional investors. The Guarantee Letter and the Share Pledge shall be executed concurrently with the Share Sale Agreement. 6. TAXES, COSTS AND EXPENSES. The Parties will reasonably co-operate with each other to agree upon a tax structure for the Acquisition that is mutually satisfactory to the Parties. Each Party shall be responsible for their respective tax obligations and liabilities which may arise from the Acquisition. Each Party shall be responsible for their respective costs and expenses, including expenses of their respective advisors, which may arise from the Acquisition. 7. ACTIONS TO BE TAKEN AFTER EXECUTION OF THIS MOU Following the execution of this MOU the Parties will promptly negotiate in good faith the terms of the following agreements or such similar agreements as are necessary to effect the Transactions in form and substance mutually satisfactory to the Parties and following the principles and other terms set forth in this MOU (collectively, the Definitive Agreements):

The Share Sale Agreement; The Guarantee Letter; and The Share Pledge.



Each of the Parties agree that it will not disclose the negotiation and terms of this MOU, the Acquisition or any transaction(s) contemplated by this MOU to any person other than for the purpose of complying with the right of first refusal provisions of the Shareholders Agreement, without the written consent of the other Parties. Each of the Parties agrees to work in good faith expeditiously towards the execution of the Share Sale Agreement within [90] days following the execution of this MOU. The Seller agrees that it will not, for a period of [90] days from the date of this MOU, take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity other than the Buyer relating to the sale of any of the Shares (excluding the sale of the Shares for complying with the right of first refusal provisions of the Second Amended and Restated Shareholders Agreement of the Company dated March 29, 2007 (the Shareholders Agreement)) and shall notify the Buyer promptly of any inquiries by any third parties in regards to the foregoing.



This MOU may be terminated by any time by any of the Parties with 10 business days prior notice to the addresses and fax numbers of the Parties identified on the signature page below. In the event that the Share Sale Agreement has not been executed on or prior to [_], 20__, or upon any termination or expiration of the Share Sale Agreement, this MOU shall be terminated automatically without any further action from any of the Parties. 10. GOVERNING LAW

This MOU shall be governed by the laws of the Cayman Islands. 11. COUNTERPARTS

This MOU may be executed in counterparts, each of which will be an original as regards any Party whose name appears thereon and all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have duly executed this MOU on the day and date written hereinabove.



By: Name: Title: Address: Fax:

By: Name: Title: Address:

Fax: [GUARANTOR] By: Name: Title: Address: