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PUT/CALL OPTION AGREEMENT
THIS PUT/CALL OPTION AGREEMENT (the "Agreement") is made as of August 21,
2001 (the "Effective Date"), by and among PHOTRONICS, INC., a company organized
under the laws of the State of Connecticut ("Purchaser"), PHOTO (L) LIMITED
("Photo"), MASK (L) LIMITED ("Mask"), LAKEWAY (L) LIMITED ("Lakeway") and MARCH
(L) LIMITED ("March") (Photo, Mask, Lakeway and March are collectively referred
to herein as the "Sellers," and individually as a "Seller"), The HSBC Private
Equity Fund 2 Limited ("HPEF2"), The HSBC Private Equity Fund, L.P. ("HPEF"),
Taiwan Mask Corp ("TMC") and Blue Water Ventures International Ltd. ("BWVI")
(HPEF2, HPEF, TMC and BWVI are collectively referred to herein as the "Parent
Entities," and individually as the "Parent Entity").
RECITALS
A. The Sellers are selling to Purchaser a certain number of shares
they own in PKL, a company organized under the laws of the Republic of Korea
(the "Company"), pursuant to that certain Stock Purchase Agreement dated as of
the date hereof by and among Purchaser, Sellers and Parent Entities (the
"Stock Purchase Agreement"); and
B. As a condition to entering into the Stock Purchase Agreement and
subject to and in accordance with all of the terms and conditions of this
Agreement, Purchaser wishes to grant to Sellers a put right to sell shares of
common stock of the Company owned by Sellers to Purchaser (the "Option
Shares") and Sellers wish to grant to Purchaser a call right to require each
Seller to sell to Purchaser the Option Shares.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained, the parties hereto agree as follows:
1. PUT OPTION.
1.1 GRANT OF PUT OPTION. Purchaser hereby grants to each Seller
the right (the "Put Option") to require, at any time or from time to time
during the period commencing six (6) months after the Effective Date and
expiring on the Put Expiration Date (defined below) (such period being the
"Put Option Exercise Period"), Purchaser to purchase up to the number of the
Option Shares held by such Seller listed next to its name in Schedule 1
attached hereto in consideration for a purchase price for each Option Share
equal in amount to that number which is one and forty-one hundredths (1.41)
times the closing price of the Purchaser's common stock on the NASDAQ National
Market (or such other principal trading market for the Purchaser's common
stock) on the date of exercise of such Put Option (the "Put Purchase Price"),
which shall be payable in cash, or such other consideration as the parties may
agree at such time, PROVIDED THAT, each Seller must exercise the Put Option at
any one time for at least the lesser of (i) twenty percent (20%) of the Option
Shares listed next to its name in Schedule I and (ii) the remaining number of
Option Shares then held by such Seller, and SUBJECT ALWAYS to applicable laws.
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1.2 PUT EXPIRATION DATE. The Put Option will expire on the
fourth (4th) anniversary of the Effective Date (the "Put Expiration Date").
1.3 MANNER OF EXERCISING PUT OPTION.
(a) The Put Option shall be exercisable by each Seller by
delivery of an executed Put Option Notice (in the form attached hereto as
EXHIBIT A) to the Purchaser during the Put Option Exercise Period.
(b) Upon proper exercise of the Put Option, within ten
(10) business days of receipt of such notice, Purchaser shall deliver to such
Seller the Put Purchase Price for each Option Share listed in the Put Option
Notice and Seller shall transfer the applicable number of Option Shares listed
in the Put Option Notice to Purchaser by delivery of the certificate or
certificates representing such Option Shares duly endorsed for transfer or
accompanied by a stock power. Such Seller and Purchaser shall cooperate to
take all actions reasonably necessary or appropriate to effect the transfer to
Purchaser of the applicable number of Option Shares and to consummate the
other transactions contemplated by this Agreement or the Put Option Notice.
1.4 CONSIDERATION FOR THE PUT OPTION. In consideration of the
grant of the Put Option to the Sellers by Purchaser, the Sellers have granted
to Purchaser the Call Option under Section 2 below.
1.5 TRANSFER OF PUT OPTION. Each Seller's rights and obligations
under the Put Option are not assignable or transferable by such Seller without
the prior written consent of Purchaser which consent shall not be unreasonably
withheld and PROVIDED THAT such transfer shall be made in accordance with all
applicable laws and that such transferee agrees in writing to be bound by the
terms of this Agreement and any other agreement which the parties enter into
in connection with this Agreement. Purchaser's rights and obligations under
the Put Option are not assignable or transferable by Purchaser without the
prior written consent of Sellers holding a majority of the Option Shares which
consent shall not be unreasonably withheld, EXCEPT THAT Purchaser may assign
and transfer any or all of Purchaser's rights and obligations under the Put
Option in connection with a transaction in which Section 3(b) hereof applies
without any consent from the Sellers.
2. CALL OPTION
2.1 GRANT OF CALL OPTION. Subject to the terms and conditions
herein set forth, each Seller hereby grants Purchaser the right (the "Call
Option") to require, at any time or from to time to time during the period
commencing on the second (2nd) anniversary of the Effective Date and expiring
on the Call Expiration Date (defined below) (such period being the "Call
Option Exercise Period"), such Seller to sell to Purchaser up to the number of
Option Shares equal to the lesser of (i) the number of Option Shares listed
next to such Seller's name in Schedule I and (ii) the number of Option Shares
held by the Sellers on the date of exercise of the Call Option in
consideration for a purchase price for each Option Share equal in amount to
that number which is one and forty-one hundredths (1.41) times the closing
price of the Purchaser's common stock on the NASDAQ National Market (or such
other principal trading market for the Purchaser's common stock) on the date
of exercise of such Call Option (the "Call Purchase
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Price"), which shall be payable in cash, or such other consideration as the
parties may agree at such time; PROVIDED THAT the Purchaser may exercise the
Call Option only if the closing price of Purchaser's common stock listed on
the NASDAQ National Market shall have been at least forty-five dollars
($45.00) for any thirty (30) consecutive business days occurring after the
second (2nd) anniversary of the date of this Agreement and immediately prior
to the exercise of the Call Option; and PROVIDED FURTHER THAT the Purchaser
must exercise the Call Option at any one time for at least the lesser of, in
aggregate, (i) fifty thousand (50,000) Option Shares and (ii) the remaining
number of Option Shares then held by each Seller or transferees of the
Sellers; and PROVIDED FURTHER THAT, to the extent exercised by the Purchaser,
the Call Option must be exercised concurrently, on a pro rata basis (in
proportion to the total number of Option Shares subject to the Call Option
held by each Seller or transferee(s) of the Sellers on the date of exercise of
the Call Option), against Option Shares held by all Sellers or transferee(s)
of the Sellers.
2.2 CALL EXPIRATION DATE. The Call Option will expire on the
fourth (4th) anniversary of the Effective Date (the "Call Expiration Date").
2.3 MANNER OF EXERCISING CALL OPTION.
(a) The Call Option shall be exercisable by Purchaser by
delivery of an executed Call Option Notice (in the form attached hereto as
EXHIBIT B) to all of the Sellers during the Call Option Exercise Period.
(b) Upon proper exercise of the Call Option, within ten
(10) business days of receipt of such notice and upon receipt by Purchaser
from each Seller the representations and warranties set forth in the Call
Option Notice, each Seller shall transfer the applicable number of Option
Shares listed in the Call Option Notice to Purchaser by delivery of the
certificate or certificates representing such Option Shares duly endorsed for
transfer or accompanied by a stock power, and Purchaser shall deliver to such
Seller the Call Purchase Price for each Option Share listed in the Call Option
Notice. Such Seller and Purchaser shall cooperate to take all actions
reasonably necessary or appropriate to effect the transfer to Purchaser of the
applicable number of Option Shares and to consummate the other transactions
contemplated by this Agreement or the Call Option Notice.
2.4 CONSIDERATION FOR THE CALL OPTION. In consideration of the
grant of the Call Option to Purchaser by the Sellers, Purchaser has granted
to the Sellers the Put Option under Section 1 above.
2.5 TRANSFER OF CALL OPTION. Each Seller's rights and
obligations under the Call Option are not assignable or transferable by such
Seller without the prior written consent of Purchaser which consent shall not
be unreasonably withheld and PROVIDED THAT such transfer is made in accordance
with all applicable laws and that such transferee agrees in writing to be
bound by the terms of this Agreement and any other agreement which the parties
enter into in connection with this Agreement; PROVIDED, HOWEVER, that the
Sellers may sell, transfer or otherwise dispose of any Option Shares free and
clear of any rights or obligations under this Agreement without the prior
written consent of the Purchaser and without the transferee agreeing to be
bound by the terms of this Agreement or any other agreement which the parties
enter into in connection with this Agreement. Purchaser's rights and
obligations under the Call Option are
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not assignable or transferable by Purchaser without the prior written consent
of Sellers holding a majority of the Option Shares which consent shall not be
unreasonably withheld, EXCEPT THAT Purchaser may assign and transfer any or
all of Purchaser's rights and obligations under the Call Option in connection
with a transaction in which Section 3(b) hereof applies without any consent
from the Sellers.
3. ADJUSTMENT OF NUMBER OF SHARES; SUBSTITUTE SHARES.
(a) If between the date of this Agreement and the date of expiration
of the Put Option or the Call Option, as the case may be, the outstanding
shares of common stock of the Purchaser or the outstanding shares of common
stock of the Company shall have been changed into a different number of shares
or a different class, by reason of any stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of shares
or other similar change in capital structure, the Put Purchase Price or the
Call Purchase Price shall be correspondingly adjusted to the extent
appropriate to reflect equitably such stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of shares.
(b) REORGANIZATION EVENT. In case of any Reorganization Event (as
defined below), if the Put Option has not been exercised in full by all
Sellers by the effective date of such transaction, the Purchaser shall, as a
condition precedent to the consummation of the transaction constituting, or
announced as, such Reorganization Event, cause effective provisions to be made
so that the Sellers shall have the right immediately thereafter, by exercising
the Put Option, to receive whatever property that was receivable upon such
Reorganization Event had the Sellers exercised the Put Option immediately
prior to such Reorganization Event. Any such provision shall include provision
for adjustments in respect of such property that shall be as nearly equivalent
as may be practicable to the adjustments provided for in Section 3(a). The
foregoing provisions of this Section 3(b) shall similarly apply to successive
Reorganization Events. "Reorganization Event" means (i) any capital
reorganization or reclassification of the Purchaser's common stock (other than
as a result of a subdivision, combination or stock dividend for which
adjustment is provided in Section 3(a) hereof), or (ii) any consolidation of
the Purchaser with, or merger of the Purchaser with or into, another person
(including any individual, partnership, joint venture, corporation, trust or
group thereof) (other than a consolidation or merger in which the Purchaser is
the continuing corporation or which does not result in a reclassification or
change of the outstanding Purchaser's common stock or for which adjustment is
provided in Section 3(a) hereof) or any sale, lease, transfer or conveyance of
all or substantially all of the property and assets of the Purchaser.
(c) CHANGE OF CONTROL. Notwithstanding anything to the contrary in
Section 1.1 of this Agreement, if a Change in Control (as defined below) of
the Purchaser occurs prior to the date six (6) months after the Effective
Date, the Put Option Exercise Period shall commence upon the occurrence of
such Change in Control. A "CHANGE IN CONTROL" of the Purchaser shall be deemed
to have occurred when:
(i) After the date hereof, any person or entity is or becomes the
beneficial owner, directly or indirectly, of securities of the Purchaser
representing twenty percent (20%) or more of the combined voting power of
the Purchaser's then outstanding securities; or
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(ii) The individuals who, on the date of this Agreement, constitute
the Board of Directors of Purchaser cease for any reason to constitute a
majority of the number of directors then serving; or
(iii) There is consummated a merger or consolidation of the
Purchaser or any direct or indirect subsidiary of the Purchaser with any
other corporation, other than a merger or consolidation that would result
in the voting securities of the Purchaser outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least fifty percent (50%) of the combined
voting power of the securities of the Purchaser or such surviving entity
or any parent thereof outstanding immediately after such merger or
consolidation; or
(iv) The shareholders of the Purchaser approve a plan of complete
liquidation or dissolution of the Purchaser or there is consummated an
agreement for the sale or disposition by the Purchaser of all or
substantially all of the Purchaser's assets, other than a sale or
disposition by the Purchaser of all or substantially all of the
Purchaser's assets to an entity, at least fifty percent (50%) of the
combined voting power of the voting securities of which are owned by
shareholders of the Purchaser in substantially the same proportions as
their ownership of the Purchaser immediately prior to such sale.
4. COVENANTS.
4.1 SELLERS' COVENANT.
(a) After HPEF2 and HPEF and their affiliates cease to own at
least 200,000 shares of the Company in the aggregate, HPEF2 and HPEF shall use
their reasonable best efforts to cause any person designated to the Board of
Directors of the Company by HPEF2 or HPEF or their affiliates to resign from
the Board of Directors of the Company as promptly as practicable.
(b) After TMC and BWVI and their affiliates cease to own at
least 200,000 shares of the Company in the aggregate, TMC and BWVI shall use
their reasonable best efforts to cause any person designated to the Board of
Directors of the Company by TMC or BWVI or their affiliates to resign from the
Board of Directors of the Company as promptly as practicable.
4.2. PURCHASER'S COVENANTS. (a) During the Put Option Exercise
Period, Purchaser agrees that it will use its reasonable best efforts to cause
the Company to refrain from issuing new shares of common stock for a purchase
price that is lower than the higher of (i) Korean Won twenty eight thousand
(KRW 28,000) or (ii) the average closing price of the Company's shares on the
Korea Securities Dealers Association Stock Market for the previous thirty (30)
days prior to the date of the approval of such new issuance by the Board of
Directors of the Company, PROVIDED THAT, Purchaser shall be relieved from this
covenant if in the opinion of counsel to Purchaser in such instance the
compliance with this covenant may or is likely to conflict with or result in
violation or breach of any obligations under any applicable laws and
regulations.
(b) Purchaser shall use its best efforts to take, or cause to be
taken, all appropriate
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action and do, or cause to be done, all things necessary, proper or advisable
to perform its obligations under this Agreement, the Call Option Notice or Put
Option Notice, including, but not limited to, obtaining any third party
consents, prior to the delivery of a Call Option Notice or as soon as
practicable upon receipt of a Put Option Notice.
4.3. MUTUAL COVENANTS. (a) For so long as HPEF2 and HPEF and
their affiliates own at least 200,000 shares of the Company in the aggregate,
(i) Purchaser shall take all actions necessary to cause one person designated
by HPEF2 and HPEF to be appointed to the Board of Directors of the Company,
PROVIDED THAT, Purchaser shall be relieved from this covenant to the extent
necessary in order to ensure that its nominees constitute a majority of the
Board of Directors of the Company and (ii) HPEF2 and HPEF shall take all
actions necessary to vote for the Purchaser's nominees to the Board of
Directors of the Company which would represent a majority of such Board of
Directors.
(b) For so long as TMC and BWVI and their affiliates own at least
200,000 shares of the Company in the aggregate, (i) Purchaser shall take all
actions necessary to cause one person designated by TMC and BWVI to be appointed
to the Board of Directors of the Company, PROVIDED THAT, Purchaser shall be
relieved from this covenant to the extent necessary in order to ensure that its
nominees constitute a majority of the Board of Directors of the Company and (ii)
TMC and BWVI shall take all actions necessary to vote for the Purchaser's
nominees to the Board of Directors of the Company which would represent a
majority of such Board of Directors.
5. SELLER INDEMNIFICATION.
5.1 Each Seller agrees, severally and not jointly, to indemnify,
defend and hold harmless Purchaser (and its directors, officers, employees,
affiliates, agents, representatives, successors and assigns) from and against
any and all losses, liabilities, damages, demands, actions, claims, judgments
or causes of action, costs or expenses (including, without limitation,
interest, penalties and reasonable attorneys' fees) (a "Loss") based upon,
arising out of or otherwise in respect of any inaccuracy in or any breach of
any representation, warranty, covenant or agreement of such Seller made in
this Agreement, the Put Option Notice or Call Option Notice. The
representations and warranties set forth in this Agreement shall survive the
date hereof for a period of two (2) years and the representations and
warranties set forth in the Put Option Notice or Call Option Notice shall
survive the date of payment of the Put Purchase Price or Call Purchase Price,
as the case may be, to the Seller in connection with the exercise of the
respective Put Option or Call Option for a period of two (2) years.
5.2 Notwithstanding anything to the contrary contained in this
Agreement, (i) the maximum aggregate amount of indemnifiable Losses which may
be recovered from any Seller based upon, arising out of or otherwise in
respect of any inaccuracy in or breach of any representation or warranty of
such Seller made in this Agreement, the Put Option Notice or Call Option
Notice shall be the amount equal to 100% of the Put Purchase Price or Call
Purchase Price to which such Seller is entitled in connection with the
exercise of the respective Put Option or Call Option, and (ii) no
indemnification payment by the Sellers with respect to any indemnifiable Loss
otherwise payable pursuant to Section 5.1 shall be payable until such time as
all of such indemnifiable Losses shall aggregate to more than $50,000, after
which time all
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Losses indemnifiable pursuant to this Section 5.1, including such $50,000,
shall be payable.
6. MISCELLANEOUS.
6.1 AMENDMENT. This Agreement may be amended only by a writing
signed by the Sellers holding a majority of the total number of the Option
Shares and Purchaser. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each Seller and Purchaser.
6.2 ENTIRE AGREEMENT; CONTROLLING DOCUMENT. This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence
and understandings between the parties with respect to the subject matter
hereof, whether oral or in writing.
6.3 COSTS OF ENFORCEMENT. If any party to this Agreement seeks
to enforce its rights under this Agreement by legal proceedings or otherwise,
the non-prevailing party shall pay all costs and expenses incurred by the
prevailing party, including, without limitation, all reasonable attorneys'
fees.
6.4 GOVERNING LAW, CONSENT TO JURISDICTION. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York applicable to contracts entered into by New York residents and to be
performed wholly in the State of New York.
6.5 TAXATION. Purchaser makes no representations regarding the
tax treatment of these payments by any foreign, federal, state or local tax
authority. The Seller shall be solely responsible to pay any and all
applicable Korean securities transaction tax, stamp tax, withholding tax,
capital gains tax, and any and all tax payments imposed or levied in
connection with this Agreement or the transactions contemplated hereunder;
PROVIDED, HOWEVER, that the Purchaser shall be solely responsible to pay, if
any, all deemed acquisition taxes imposed in connection with this Agreement or
the transactions contemplated hereunder.
6.6 NOTICES. All notices, requests, demands, consents,
instructions or other communications to or upon any party hereto under this
Agreement shall be made pursuant to the Stock Purchase Agreement.
6.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.8 SEVERABILITY. If any provision of this Agreement shall be
determined to be invalid or unenforceable, the remainder shall be valid and
enforceable to the maximum extent possible so long as the economic or legal
substance of the transactions contemplated hereby are not affected in any
manner materially adverse to any party.
6.9 HEADINGS. The section headings used in this Agreement are
intended principally for convenience and shall not by themselves, determine
the rights and obligations of the parties to this Agreement.
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6.10 DELAY AND WAIVER. No delay on the part of either party in
exercising any right under this Agreement shall operate as a waiver of such
right. The waiver by either party of any term or condition of this Agreement
shall not be construed as a waiver of a subsequent breach or failure of the
same term or condition or a waiver of any other term or condition contained in
this Agreement.
6.11 SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and shall be binding upon the
respective heirs, successors, administrators, executors and permitted assigns
of the parties hereto.
6.12 RECITALS AND EXHIBITS. The Recitals above and all Exhibits
attached hereto hereby are incorporated in and made an integral part of this
Agreement.
[Signatures on next page]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and
year first above written.
PURCHASER
PHOTRONICS, INC.
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
SELLERS
For and on behalf of:
PHOTO (L) LIMITED
By:
---------------------------------------
Name:
-------------------------------------
Title: As attorney in fact
For and on behalf of:
MASK (L) LIMITED
By:
---------------------------------------
Name:
-------------------------------------
Title: As attorney in fact
LAKEWAY (L) LIMITED
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
MARCH (L) LIMITED
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
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PARENT ENTITIES
For and on behalf of:
THE HSBC PRIVATE EQUITY FUND
2 LIMITED
By:
---------------------------------------
Name:
-------------------------------------
Title: As attorney in fact
For and on behalf of:
THE HSBC PRIVATE EQUITY FUND, L.P.
By:
---------------------------------------
Name:
-------------------------------------
Title: As attorney in fact
TAIWAN MASK CORP.
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
BLUE WATERS VENTURES
INTERNATIONAL, LTD.
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
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SCHEDULE I
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SELLER NUMBER OF OPTION SHARES HELD
------------------------------------------------------------------
Photo (L) Limited 208,257
------------------------------------------------------------------
Mask (L) Limited 419,886
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Lakeway (L)
Limited 309,881
------------------------------------------------------------------
March (L) Limited 61,976
------------------------------------------------------------------
TOTAL 1,000,000
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EXHIBIT A
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PUT OPTION NOTICE
(To be signed only upon exercise of Put Option)
To: Purchaser:
_______________ (the "Seller"), pursuant to the Put/Call Option Agreement
dated as of August 21, 2001 ("Agreement") between the Seller and Purchaser
("Purchaser"), hereby irrevocably elects to exercise a right represented by the
Put Option (as defined in the Agreement) to sell to the Purchaser
_______________ shares of Common Stock of PKL Limited (the "Option Shares") in
exchange for $__________ payable in cash, or such other consideration as the
parties may agree. The undersigned hereby covenants to cause such shares to be
transferred to Purchaser by delivery of the certificate or certificates
representing such Option Shares duly endorsed for transfer or accompanied by a
stock power, and that all other actions be taken as are reasonably necessary to
transfer title to such other property subject to the Put Option.
In addition, the Seller represents and warrants as follows:
1. OWNERSHIP OF THE SHARES; NO SHAREHOLDER OR VOTING AGREEMENT. The Seller
is the owner, beneficially and of record, of all the Option Shares and, on the
date hereof and on the date of payment of the Put Purchase Price for the Option
Shares, the Option Shares are and will be free and clear of all liens,
mortgages, deeds of trust, charges, contracts, encumbrances, security or other
agreements, shareholders agreements, commitments, rights, equities, options,
warrants, claims, charges, registered or unregistered pledges, rights of any
third party or any other restrictions (collectively and individually each as
"Encumbrance"). The Seller has the full right, power, legal capacity and
authority to enter into and perform its obligations under this Notice, including
the transfer of the Option Shares to Purchaser, and to take any action necessary
or appropriate to effect the transactions referred to in or contemplated by this
Notice without the consent of any other person, entity or governmental
authority. The Seller has not entered into, nor are the Option Shares subject
to, any shareholders agreement, voting agreement, or any agreement which gives
another person any right to purchase the Option Shares from the Seller.
2. REQUIRED CONSENTS. Other than the notification to the relevant foreign
exchange bank for the transfer of the Option Shares to Purchaser in accordance
with the provisions of the Foreign Investment Promotion Act ("FIPA") of the
Republic of Korea and a post-closing notification of the transfer of the Option
Shares to relevant Korean securities authorities, no consent, approval or
authorization of, or declaration, filing or registration with, any governmental
or regulatory authority, or any other person or entity, is required to be made
or obtained by the Seller in connection with the sale of the Option Shares. The
Seller is not a party to or bound by any mortgage, lien, deed of trust, lease,
agreement, instrument, order, legend, condition, judgment or decree which
requires the consent of another to such sale or prohibits or requires the
consent of another to, or makes unduly burdensome, such sale.
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The representatives and warranties set forth in this Notice shall survive
the payment of the Put Purchase Price to the Seller in connection with the
exercise of the Put Option pursuant to this Notice for a period of two (2)
years.
Dated:
---------------------------
SELLER'S NAME
By:
---------------------------------
Name:
Title:
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EXHIBIT B
CALL OPTION NOTICE
(To be signed only upon exercise of Call Option)
To: [NAME OF SELLER]
Purchaser ("Purchaser"), pursuant to the Put/Call Option Agreement dated
as of August 21, 2001 ("Agreement") between Purchaser and the above named party
(the "Seller"), hereby irrevocably elects to exercise the right represented by
the Call Option (as defined in the Agreement) to purchase under that Call Option
_______________ shares of Common Stock of PKL Limited (the "Option Shares") and
herewith agrees to pay $____________ payable in cash, or such other
consideration as the parties may agree. The undersigned hereby requests that
such shares be transferred to Purchaser by delivery of the certificate or
certificates representing such Option Shares duly endorsed for transfer or
accompanied by a stock power, and that all other actions be taken as are
reasonably necessary to transfer title to such other property subject to the
Call Option.
Please also make the representations and warranties set forth below and
return a signed copy of this Call Option Notice to us within three (3) business
days of receipt of this Notice.
Dated:
---------------------------
Purchaser
By:
---------------------------------
Name:
Title:
The undersigned Seller hereby represents and warrants as follows:
1. OWNERSHIP OF THE SHARES; NO SHAREHOLDER OR VOTING AGREEMENT. The
Seller is the owner, beneficially and of record, of all the Option Shares and,
on the date hereof and on the date of payment of the Call Purchase Price for
the Option Shares, the Option Shares are and will be free and clear of all
liens, mortgages, deeds of trust, charges, contracts, encumbrances, security
or other agreements, shareholders agreements, commitments, rights, equities,
options, warrants, claims, charges, registered or unregistered pledges, rights
of any third party or any other restrictions (collectively and individually
each as "Encumbrance"). The Seller has the full right, power, legal capacity
and authority to enter into and perform its obligations under this Notice,
including the transfer of the Option Shares to Purchaser, and to take any
action necessary or appropriate to effect the transactions referred to in or
contemplated by this Notice without the consent of any other person, entity or
governmental authority. The Seller has not entered into,
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nor are the Option Shares subject to, any shareholders agreement, voting
agreement, or any agreement which gives another person any right to purchase
the Option Shares from the Seller.
2. REQUIRED CONSENTS. Other than the notification to the relevant foreign
exchange bank for the transfer of the Option Shares to Purchaser in accordance
with the provisions of the Foreign Investment Promotion Act ("FIPA") of the
Republic of Korea and a post-closing notification of the transfer of the Option
Shares to relevant Korean securities authorities, no consent, approval or
authorization of, or declaration, filing or registration with, any governmental
or regulatory authority, or any other person or entity, is required to be made
or obtained by the Seller in connection with the sale of the Option Shares. The
Seller is not a party to or bound by any mortgage, lien, deed of trust, lease,
agreement, instrument, order, legend, condition, judgment or decree which
requires the consent of another to such sale or prohibits or requires the
consent of another to, or makes unduly burdensome, such sale.
The representatives and warranties set forth in this Notice shall survive
the payment of the Call Purchase Price to the Seller in connection with the
exercise of the Call Option pursuant to this Notice for a period of two (2)
years.
Dated:
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SELLER'S NAME
By:
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Name:
Title:
2