Common use of Demand Registration Right Clause in Contracts

Demand Registration Right. Beginning after June 1, 1999, the Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.

Demand Registration Right. Beginning after June 1, 1999, the ------------------------- Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.

Demand Registration Right. Beginning after June 1, 1999For a period commencing on the Initial Exercise Date and terminating on the seventh (7th) anniversary of the Initial Exercise Date, the Holder shall have be entitled to one (1) “demand” registration right to demandregister all of the Warrant Shares for resale under the Securities Act (the “Demand Right”), which Demand Right shall be exercisable in the Holder’s sole discretion. The Holder shall exercise the Demand Right by providing written notice of such exercise to the Company (the "“Demand Registration Right"Notice”). Upon receipt of the Demand Notice from the Holder, that the Company shall file a registration statement Registration Statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that or, if Form S-3 is not underwritten available, on any other appropriate registration statement form, including Form S-1 (the "Registration Statement"“Form S-3”). The Company agrees to shall use its commercially reasonable best efforts to: (ia) to file the Registration Statement Form S-3 with the Securities and Exchange Commission within thirty ("SEC") within one hundred eighty (18030) days of its receipt of the Holder's notice of Demand Notice and (b) cause the Form S-3 to become effective in an expeditious manner following its exercise filing, not to exceed thirty (30) days from filing if the Form S-3 is not reviewed by the Commission and not to exceed one hundred twenty (120) days from filing if the Form S-3 is reviewed by the Commission. The Demand Right shall not be deemed to have been satisfied: (y) unless a registration statement with respect thereto has become effective or (z) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Demand Registration RightCommission or other governmental agency or court of competent jurisdiction for any reason, (ii) other than by reason of a material act or omission by the Holder. The Company shall keep the Holder reasonably informed of all developments related to obtain the filing and effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectivenessForm S-3. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree use its commercially reasonable best efforts to keep the Registration Statement Form S-3 effective after it is amended or supplemented for such period of time equal to under the sum Securities Act until the earlier of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable complete disposition by the Holder prior to of all Warrant Shares or (ii) two (2) years from the NoticeTermination Date. If the Registration Statement is not filed The Company shall pay all expenses associated with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) registration of the Warrant Shares provided that contemplated hereby, except for brokerage or similar commissions payable by the then current Market Price (as defined Holder in Exhibit A attached hereto) exceeds connection with any sale or other disposition of the then current Exercise PriceWarrant Shares.

Demand Registration Right. Beginning after June 1Each of E*TRADE, 1999on the one hand, and the Holder other Purchasers, on the other hand, shall have one right the right, exercisable not more than twice during any twelve-month period, to demand, by providing written notice to the Company Seller (the "Demand Registration Right"), that the Company Seller file a registration statement on Form S-3 (or a successor form or other form which the Seller is eligible to use) to register Warrant Shares the Securities for resale by the Holder Purchasers in an offering that is not underwritten (the "Registration Statement"). The Company Seller agrees to use its reasonable best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty twenty (18020) days of receipt of the Holder's any such notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty ninety (6090) days days, or (in the case of a shelf registration) one hundred eighty (180) days, after its effectiveness. The Holder agrees Each of the Purchasers agree that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company Seller that the Registration Statement must be amended or supplemented. If the Company Seller shall give any such notice, the Company Seller will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (ix) the number of days beginning with the date of the Notice to the date the Holder has Purchasers have received an effective amended prospectus or a supplemented prospectus plus (y) sixty ninety (6090), or (in the case of a shelf registration) one hundred eighty (180) days, less the number of days the Registration Statement was useable by the Holder Purchasers prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Price.

Demand Registration Right. Beginning after June 1, 1999Following the first anniversary of the existence of Public Market for the Common Stock, the Holder Stockholder shall have one the right to demand, by providing deliver a written notice request to the Company to file a registration statement(s) as may be necessary to permit the Stockholder to sell in the Public Market the number of Shares as shall have been specified in the Stockholder's written request and, upon receipt by the Company of such written request, the Company shall use all commercially reasonable efforts to file, as soon as practicable, such registration statement(s) with the Securities and Exchange Commission (it is agreed that at any time when the "Demand Registration Right"Company is eligible to file a registration statement on Form S-3 (or any successor form), the Stockholder may request that the Company file a registration statement on Form S-3 (or any successor form) to register Warrant permit the offering of the Shares on a delayed or continuous basis) and to cause such registration statement(s) to become effective as soon as practicable thereafter and to remain effective until all Shares registered thereunder have been sold; provided that a Public Market for resale the Common Stock continues to exist and, in the event that the Company files a registration statement on Form S-3, the Company continues to be eligible to file a registration statement on Form S-3 (or any successor form), in each case, during the period such registration statement(s) would be in effect; and provided, further, that the Stockholder understands and agrees that this Section 5(e) shall not be deemed to impose any obligations upon the Company to undertake any action that, in the good faith opinion of the Board, would be reasonably likely to delay or hinder any material transaction involving the Company, including but not limited to any of the Company's debt or equity financings, or that would be reasonably likely to be deemed to be a default or violation of any of the Company's contracts in regard to any of such financings, including but not limited to any "blackout" periods imposed by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the HolderCompany's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") underwriters or generally imposed by the Company on its executive officers. In the event that the Registration Statement must be amended filing or supplemented. If effectiveness of any registration statement(s) requested pursuant to this Section 5(e) is delayed pursuant to any of the provisos in the immediately preceding sentence, the Company shall give promptly file and/or cause such registration statement(s) to become effective, as applicable, promptly following the time that the circumstance(s) described in such proviso(s) that necessitated such delay are no longer applicable. In the event the Company files any such noticeregistration statement on Form S-8 in respect of the Equity Plan, the Company will agree shall include the shares of Common Stock subject to keep purchase by the Registration Statement effective after it is amended or supplemented for such period of time equal Stockholder with respect to the sum of (i) unexercised options held by the number of days beginning with the date of the Notice Stockholder to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable extent permitted by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Priceapplicable law.

Demand Registration Right. Beginning after June 1(a) Each Holder or group of Holders, 1999which collectively hold an aggregate of at least five percent of the Common Stock (collectively, the Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"“Initiating Holders”), may make a written request (specifying the intended method of disposition and the amount of Registrable Securities proposed to be sold) that the Company file effect, and the Company shall use its reasonable best efforts to effect, a registration statement on Form S-3 of its Common Stock (a “Demand Registration”) of all or any requested portion of the Registrable Securities collectively held by such Holders (subject to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"SECTION 2.4(a)). The Company agrees shall not be obligated to use effect a Demand Registration if the Registrable Securities requested by the Initiating Holder to be registered have an estimated aggregate public offering price (before deduction of any underwriting discounts and commissions) of less than twenty five million dollars ($25,000,000). If the Board of Directors, in its best efforts good faith judgment, determines that any registration of the Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), the Company may (i) to file the postpone filing a Registration Statement with relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and eighty (180) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Securities Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, acting in good faith, may cause such Registration Statement to be withdrawn and Exchange Commission ("SEC") its effectiveness terminated; provided, however, that a new Registration Statement is filed within one hundred and eighty (180) days thereafter, or may postpone amending or supplementing such Registration Statement, but in no event for more than one hundred and eighty (180) days; provided, however, that if the registration of receipt Registrable Securities is postponed pursuant to clause (i), the Company shall not be permitted to register under the Securities Act any Common Stock of the Holder's Company owned by other Holders of the Company during any such postponement. The Company shall give written notice of its exercise of the Demand Registration Right, (ii) determination to obtain the effectiveness of the postpone or withdraw a Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company fact that the Registration Statement must be amended Valid Business Reason for such postponement or supplementedwithdrawal no longer exists, in each case, promptly after the occurrence thereof. If Notwithstanding anything to the Company shall give any such noticecontrary contained herein, the Company will agree to keep may not postpone or withdraw a filing under this SECTION 2.1 more than once in any twelve (12) month period. For the avoidance of doubt, any postponement or withdrawal of a Registration Statement effective after it is amended or supplemented for such period shall result in the related registration of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or Registrable Securities not constituting a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) for purposes of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise PriceSECTION 2.3 hereof.

Demand Registration Right. Beginning (a) If Cardinal shall receive at any time prior to June 30, 1998, a written request from the Bank requesting Cardinal to register under the Securities Act of 1933, as amended (as it may be further amended or amended and restated after June 1, 1999the date of this Agreement, the Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right1933 Act"), that any or all of the Company file a registration statement on Form S-3 to register Warrant Shares for resale 513,929 shares of Cardinal's common stock, without par value ("Common Stock") owned by the Holder Bank on the date of this Agreement and any securities issued in an offering that exchange for or in substitution of any thereof (such shares of Common Stock or other securities as to which any such request is not underwritten (made pursuant to this Section 1 or Section 2 hereof being the "Registration StatementRegistrable Securities"). The Company , Cardinal agrees to that it will use its best efforts to cause the prompt registration of any or all such Registrable Securities. The Bank acknowledges that while the Common Stock is registered under the Securities Exchange Act of 1934, as amended (as it may be further amended or amended and restated after the date of this Agreement, the "1934 Act"), Cardinal has never registered any of its securities in connection with a public offering pursuant to Section 5 of the 1933 Act. As such, Bank acknowledges that, should it exercise its rights under this Section 1 and demand registration of any or all of the Registrable Securities in a public offering, in such event Cardinal may be exposed to heightened scrutiny and inordinate time, effort and expense because such registration will, in fact, constitute an initial public offering for Cardinal. Accordingly, Cardinal may postpone for a limited time, which in no event shall be longer than five months, compliance with a request for registration pursuant to this Section 1 if (i) to file Cardinal determines in good faith in the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of reasonable judgment that such compliance would have a material adverse effect (including, without limitation, through the Demand Registration Rightpremature disclosure thereof) on a proposed financing, reorganization, recapitalization, merger, significant purchase of assets or stock, consolidation or similar transaction, (ii) to obtain Cardinal has not theretofore registered any equity securities under the effectiveness of the Registration Statement and 1933 Act, or (iii) Cardinal is then conducting a public offering of securities and the managing underwriter concludes in its reasonable judgment that such compliance would adversely affect such offering. Cardinal shall only postpone the filing of the registration statement if it has furnished to keep the Bank a certificate signed by its Chairman of the Board or President, stating that in the good faith judgment of Cardinal's Board of Directors or the Executive Committee of its Board of Directors it would be seriously detrimental to Cardinal for such registration statement to be filed in the near future due to one of the reasons stated above and that it is therefore essential to postpone the filing of such Registration Statement effective for a period of sixty (60) days not more than five months after its effectiveness. The Holder agrees that it will cease making offers and sales under receipt by Cardinal of the Registration Statement upon the giving of any notice (the "Notice") request to register by the Company Bank; provided, that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise Pricedelay shall be exercised not more than once.

Demand Registration Right. Beginning after June 1(a) At any time and from time to time, 1999commencing upon the expiration of the Lock Up Period, and ending twelve (12) calendar months from the date on which the Ordinary Shares have been registered under the Exchange Act, each of the Reference A Shareholders and the Reference B Shareholders (or, in either case, one or more members thereof acting together) may request registration under the Securities Act of all or any portion of the Registrable Securities representing in the aggregate not less than ten percent (10%) of the issued and outstanding Ordinary Shares beneficially owned by the Reference A Shareholders taken as a whole or the Reference B Shareholders taken as a whole, as applicable, on Form F-1 or S-1 or any successor form thereto (each a “Long-Form Registration”); provided, however, that a Long-Form Registration may be requested for Registrable Securities representing in the aggregate less than ten percent (10%) of the issued and outstanding Ordinary Shares held by such Reference Shareholder taken as a whole, if the request consists of all remaining Registrable Securities held by that Reference Shareholder as a group. During the first twelve (12) calendar months from the date on which the Ordinary Shares have been registered under the Exchange Act, each of the Reference A Shareholders as a group and the Reference B Shareholders as a group may make only one demand for a Long-Form Registration under this Agreement; provided, that a Registration Statement shall not count as a registration requested under this Section 2.01(a) unless and until it has become effective. The request for the Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Holder Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have one right twenty (20) days from the date such notice is given to demand, by providing written notice to notify the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 in writing of their desire to register Warrant Shares for resale by the Holder be included in an offering that is not underwritten (the "Registration Statement")such registration. The Company agrees to use its best efforts shall cause a Registration Statement on Form F-1 or S-1 (ior any successor form) to file the Registration Statement be filed with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after the date on which the initial request is given and shall use its effectiveness. The Holder agrees that it will cease making offers and sales under the commercially reasonable best efforts to cause such Registration Statement upon the giving of any notice (the "Notice") to be declared effective by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (Commission as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (soon as defined in Exhibit A attached hereto) exceeds the then current Exercise Pricepracticable thereafter.

Demand Registration Right. Beginning after June 1, 1999, the Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees to use its best efforts (ia) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement Commencing upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum earlier of (i) the expiration of the Lock Up Period, (ii) June 30, 2014, if the Company has not filed a registration statement for an Initial Public Offering and listing of the Common Shares on the NYSE or Nasdaq by such date, and (iii) October 1, 2014, if a registration statement for an Initial Public Offering has not been declared effective by the Commission by such date, any Shareholder may request registration under the Securities Act of all or any portion of its Registrable Securities representing not less than seven and one-half percent (7.5%) of the issued and outstanding Common Shares on Form F-1 or S-1 or any successor form thereto (each a “Long-Form Registration”). provided however, that such Shareholder shall not exercise its registration rights under this Section 5.01 if by September 30, 2014 the Company has filed a registration statement relating to the Initial Public Offering with the Commission that is publicly available on the Commission’s XXXXX website and continues to use its commercially reasonable best efforts to complete the Initial Public Offering. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered and whether or not the registration is to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act. Upon receipt of such request, the Company shall promptly (but in no event later than five (5) days beginning with following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have twenty (20) days from the date such notice is given to notify the Company in writing of the Notice their desire to the date the Holder has received an effective amended prospectus or be included in such registration. The Company shall cause a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior on Form F-1 or S-1 (or any successor form) to the Notice. If the Registration Statement is not be filed with the SEC Commission within forty-five (45) days after the date on which the initial request is given and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than three times for the Shareholders as a group; provided, that each Shareholder shall be entitled to request one hundred eightieth additional Long-Form Registration to the extent such Shareholder has not been included or did not participate in any Demand Registration, and a Registration Statement shall not count as a Long-Form Registration requested under this Section 5.01(a) unless and until it has become effective and the Shareholder requesting such registration is able to register and sell at least two-thirds (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto66.67%) of the Warrant Shares provided that the then current Market Price (as defined Registrable Securities requested to be included in Exhibit A attached hereto) exceeds the then current Exercise Pricesuch registration.

Demand Registration Right. Beginning after June 1(a) Each Holder or group of Holders, 1999which collectively hold an aggregate of at least five percent of the Common Stock (collectively, the Holder shall have one right to demand, by providing written notice to the Company (the "Demand Registration Right"“Initiating Holders”), may make a written request (specifying the intended method of disposition and the amount of Registrable Securities proposed to be sold) that the Company file effect, and the Company shall use its reasonable best efforts to effect, a registration statement on Form S-3 of its Common Stock (a “Demand Registration”) of all or any requested portion of the Registrable Securities collectively held by such Members (subject to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"SECTION 2.4(a)). The Company agrees shall not be obligated to use effect a Demand Registration if the Registrable Securities requested by the Initiating Holder to be registered have an estimated aggregate public offering price (before deduction of any underwriting discounts and commissions) of less than twenty five million dollars ($25,000,000). If the Board of Directors, in its best efforts good faith judgment, determines that any registration of the Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), the Company may (i) to file the postpone filing a Registration Statement with relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and eighty (180) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Securities Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, acting in good faith, may cause such Registration Statement to be withdrawn and Exchange Commission ("SEC") its effectiveness terminated; provided, however, that a new Registration Statement is filed within one hundred and eighty (180) days thereafter, or may postpone amending or supplementing such Registration Statement, but in no event for more than one hundred and eighty (180) days; provided, however, that if the registration of receipt Registrable Securities is postponed pursuant to clause (i), the Company shall not be permitted to register under the Securities Act any Common Stock of the Holder's Company owned by other Holders of the Company during any such postponement. The Company shall give written notice of its exercise of the Demand Registration Right, (ii) determination to obtain the effectiveness of the postpone or withdraw a Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company fact that the Registration Statement must be amended Valid Business Reason for such postponement or supplementedwithdrawal no longer exists, in each case, promptly after the occurrence thereof. If Notwithstanding anything to the Company shall give any such noticecontrary contained herein, the Company will agree to keep may not postpone or withdraw a filing under this SECTION 2.1 more than once in any twelve (12) month period. For the avoidance of doubt, any postponement or withdrawal of a Registration Statement effective after it is amended or supplemented for such period shall result in the related registration of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or Registrable Securities not constituting a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) for purposes of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise PriceSECTION 2.3 hereof.

Demand Registration Right. Beginning after June 1At any time during the Exercise Period and for a maximum period of five years following the date of the Prospectus, 1999Holders of Warrants whose holdings thereof comprise a majority of the Warrant Shares issuable upon exercise of said Warrants (provided the number of Warrant Shares is not less than 65,000), the Holder shall have one the right to demand, by providing written notice to require the Company (a) to prepare and file with the "Demand Commission up to one new registration statement under the Act (or, in lieu thereof, a post-effective amendment or amendments to the Registration Right"Statement, if then permitted under the Act), that covering all or any portion of the Company file a registration statement on Form S-3 to register Warrants and the Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"). The Company agrees and to use its best efforts to obtain promptly and maintain the effectiveness thereof for at least nine consecutive months and (b) to register or qualify the Subject Warrants and Warrant Shares for sale in up to ten states identified by such holders. The Company covenants and agrees to give written notice of any registration request under this Section 12.1 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Shares within ten days from the date of the receipt of any such registration request. Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the Warrant Shares within the time period specified in Section 12.3(a) hereof pursuant to the written notice specified in Section 12, 1 of a Majority or the Holders of the Warrants and/or Warrant Shares, the Company shall have the option, upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Shares, to repurchase (i) to file any and all Warrant Shares at the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt higher of the Holder's Market Price per Share of Common Stock on (x) the date of notice of its exercise sent pursuant to Section 12.1 or (y) the expiration of the Demand Registration Right, period specified in Section 12.3(a) and (ii) to obtain any and all Warrants at such Market Price less the effectiveness Exercise Price of the Registration Statement such Warrant. Such repurchase shall be in immediately available funds and (iii) to keep such Registration Statement effective for a period of sixty (60) shall close within two days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum later of (i) the number of days beginning with the date expiration of the Notice period specified in Section 12.3(a) or (ii) the delivery of the written notice of election specified in this Section 12.1. Notwithstanding the foregoing, if the Company shall inform the Holders requesting the filing of a registration statement pursuant to this Section 12.1 that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the date Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less filing of such registration statement, then the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder Company shall have the right to defer such filing for a Cashless Exercise (as defined in Exhibit A attached hereto) period of not more than 120 days after receipt of the Warrant Shares provided request of the initiating Holders; PROVIDED, HOWEVER, that the then current Market Price Company may not utilize this right more than once in any twelve (as defined in Exhibit A attached hereto12) exceeds the then current Exercise Pricemonth period.

Demand Registration Right. Beginning after June 1(a) At any time and from time to time, 1999commencing upon the expiration of the Lock Up Period, and ending twelve (12) calendar months from the date on which the Ordinary Shares have been registered under the Exchange Act, each of the Reference A Shareholders and the Reference B Shareholders (or, in either case, one or more members thereof acting together) may request registration under the Securities Act of all or any portion of the Registrable Securities representing in the aggregate not less than ten percent (10%) of the issued and outstanding Ordinary Shares beneficially owned by the Reference A Shareholders taken as a whole or the Reference B Shareholders taken as a whole, as applicable, on Form F-1 or S-1 or any successor form thereto (each a "Long-Form Registration"); provided, however, that a Long-Form Registration may be requested for Registrable Securities representing in the aggregate less than ten percent (10%) of the issued and outstanding Ordinary Shares held by such Reference Shareholder taken as a whole, if the request consists of all remaining Registrable Securities held by that Reference Shareholder as a group. During the first twelve (12) calendar months from the date on which the Ordinary Shares have been registered under the Exchange Act, each of the Reference A Shareholders as a group and the Reference B Shareholders as a group may make only one demand for a Long-Form Registration under this Agreement; provided, that a Registration Statement shall not count as a registration requested under this Section 2.01(a) unless and until it has become effective. The request for the Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of such request, the Holder Company shall promptly (but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have one right twenty (20) days from the date such notice is given to demand, by providing written notice to notify the Company (the "Demand Registration Right"), that the Company file a registration statement on Form S-3 in writing of their desire to register Warrant Shares for resale by the Holder be included in an offering that is not underwritten (the "Registration Statement")such registration. The Company agrees to use its best efforts shall cause a Registration Statement on Form F-1 or S-1 (ior any successor form) to file the Registration Statement be filed with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of receipt of the Holder's notice of its exercise of the Demand Registration Right, (ii) to obtain the effectiveness of the Registration Statement and (iii) to keep such Registration Statement effective for a period of sixty (60) days after the date on which the initial request is given and shall use its effectiveness. The Holder agrees that it will cease making offers and sales under the commercially reasonable best efforts to cause such Registration Statement upon the giving of any notice (the "Notice") to be declared effective by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (Commission as defined in Exhibit A attached hereto) of the Warrant Shares provided that the then current Market Price (soon as defined in Exhibit A attached hereto) exceeds the then current Exercise Pricepracticable thereafter.

Demand Registration Right. Beginning after June 1(a) At any time following a Qualified Financing, 1999, the Holder shall have one right to demand, by providing written notice to the Company Seller (the "Demand Registration Right"“ Seller”), may make a written request (specifying the intended method of disposition and the amount of Registrable Securities (as defined herein) proposed to be sold) that the Company file Parent effect, and the Parent shall use its reasonable best efforts to effect, a registration statement on Form S-3 (a “Demand Registration”) of all or any requested portion of the Registrable Securities collectively held by such Seller (subject to register Warrant Shares for resale by the Holder in an offering that is not underwritten (the "Registration Statement"Section 10.4). The Company agrees Parent shall not be obligated to use effect a Demand Registration if the Registrable Securities requested by the Seller to be registered have (x) at any time prior to a Qualified Financing or (y) at any time after a Qualified Financing, an estimated aggregate public offering price (before deduction of any underwriting discounts and commissions) of less than twenty five million dollars ($25,000,000). If the Board of Directors, in its best efforts good faith judgment, determines that any registration of the Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Parent (a “Valid Business Reason”), the Parent may (i) to file the postpone filing a Registration Statement with relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than one hundred and eighty (180) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the Securities Valid Business Reason has not resulted from actions taken by the Parent, the Parent, upon the approval of the Board of Directors, acting in good faith, may cause such Registration Statement to be withdrawn and Exchange Commission ("SEC") its effectiveness terminated; provided, however, that a new Registration Statement is filed within one hundred and eighty (180) days thereafter, or may postpone amending or supplementing such Registration Statement, but in no event for more than one hundred and eighty (180) days; provided, however, that if the registration of receipt Registrable Securities is postponed pursuant to clause (i), the Parent shall not be permitted to register under the Securities Act any equity Securities of the Holder's Parent owned by other Seller of the Parent during any such postponement. The Parent shall give written notice of its exercise of the Demand Registration Right, (ii) determination to obtain the effectiveness of the postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Parent may not postpone or withdraw a filing under this Section 10.1(a) more than once in any twelve (iii12) to keep such month period. For the avoidance of doubt, any postponement or withdrawal of a Registration Statement effective for shall result in the related registration of Registrable Securities not constituting a period of sixty (60) days after its effectiveness. The Holder agrees that it will cease making offers and sales under the Registration Statement upon the giving of any notice (the "Notice") by the Company that the Registration Statement must be amended or supplemented. If the Company shall give any such notice, the Company will agree to keep the Registration Statement effective after it is amended or supplemented for such period of time equal to the sum of (i) the number of days beginning with the date of the Notice to the date the Holder has received an effective amended prospectus or a supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one hundred eightieth (180th) day after the Company's receipt of the Holder's notice of its exercise of the Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as defined in Exhibit A attached hereto) for purposes of the Warrant Shares provided that the then current Market Price (as defined in Exhibit A attached hereto) exceeds the then current Exercise PriceSection 10.3 hereof.