Common use of Demand Registration Clause in Contracts

Demand Registration. (a) At any time beginning on the date falling six months following an Initial U.S. Offering, the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. In the event the Registration Statement is not declared effective by the six (a6) At any time beginning on month anniversary of the date falling six months following an Initial U.S. Offering, the Holders of at least ten percent Closing Date (10%"Registration Deadline") or more in the aggregate does not include all Shares purchased hereunder ("Registrable Securities"), a holder of Registrable Securities shall have the right to request registration under require by notice in writing that the Securities Act of Company register all or any portion part of their the Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form held by such holder (each, a "Demand Registration") and the Company shall thereupon effect such registration in accordance herewith (which may include adding such shares to an existing shelf registration). Each request for a Demand Registration shall specify The parties agree that if the number holder of Registrable Securities requested to be included in demands registration of less than all of the Demand Registration. Upon receipt of any such requestRegistrable Securities, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and Company, at its option, may nevertheless file with the Commission a Registration Statement on Form F-1 or any other appropriate form registration statement covering all of the Registrable Securities that the Holders thereof have requested to be included in Securities. If such Demand Registration as soon as practicable after the initial request registration statement is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: with respect to all Registrable Securities and the Commission as soon as practicable thereafterCompany is in compliance with its obligations under this Agreement, the demand registration rights granted pursuant to this Section shall cease. If such registration statement is not declared effective with respect to all Registrable Securities or if the Company is not in compliance with such obligations, the demand registration rights described herein shall remain in effect. The Company shall not be required obligated to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, described above: (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that held by the Holders have requested holder of Registrable Securities which are demanded to be covered by the Demand Registration are, at the time of such demand, included in such Shelf Registration as soon as practicable (but an effective registration statement and the Company is in any event within 30 days) after the date on which the initial request is given and shall use compliance with its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, obligations under this Agreement; (ii) the day after the date on which if all of the Registrable Securities covered By: may be sold under Rule 144(k) of the Shelf Registration Statement have been sold pursuant Act and the Company's transfer agent has accepted an instruction from the Company to the Shelf Registration Statement and such effect; or (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At at any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company after two (a "Shelf Takedown Notice"2) stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days years from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf TakedownClosing Date. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on the date falling six months following an Initial U.S. Offering, the Holders After receipt of at least ten percent (10%) a written request from one or more in New Holders requesting that the aggregate of Registrable Securities shall have the right to request Company effect a registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration")) under the Securities Act covering all or part of the Registrable Securities which specifies the intended method or methods of disposition thereof and the number of shares to be registered, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 4 hereof, may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder's receipt of the aforementioned notice from the Company) to have all or part of such Holder's Registrable Securities included in such registration thereof pursuant to this Section 3, and such Holder shall specify in such notice the number of Registrable Securities that such Holder elects to include in such registration. Each Thereupon, the Company shall, as expeditiously as is practicable, but in any event no later than thirty (30) days (excluding any days which occur during a permitted Blackout Period under Section 6 below) after receipt of a written request for a Demand Registration, file with the SEC and use its reasonable best efforts to cause to be declared effective a registration statement (a "Demand Registration Statement") relating to all shares of Registrable Securities that the Company has been so requested to register by such Holders ("Participating Demand Holders") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered; provided, however, that the aggregate value of the Registrable Securities requested to be registered (i) be at least $2,500,000, based on the closing trading price of the Common Stock on the date the demand to file such Demand Registration Statement is made, (ii) be at least 25% of the New Registrable Securities initially issuable upon exercise of the Warrants or (iii) include all Registrable Securities which remain outstanding at such time. (b) If the majority-in-interest of the Participating Demand Holders in a Demand Registration relating to a public offering requests that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 14 below and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall specify be allocated first, among all the New Holders participating in such Demand Registration on a pro rata basis (based on the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after by each New Holder), and, second, to the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Existing Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous pro rata basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering based on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such requestDemand Registration by each Existing Holder); provided, the Company shall promptly (but however, that in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other may Registrable Securities held by the Existing Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Demand Registration Statement covering unless all of the Registrable Securities that the Holders have requested to be included in the Demand Registration by the New Holders are included in such Shelf Demand Registration. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Demand Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary other securities of the date such Shelf Registration Statement initially is declared effective By: Company and other securities held by other security holders of the CommissionCompany as the Company may in its discretion determine or be obligated to allow, (ii) the day after the date on in an amount, which all of together with the Registrable Securities covered By: included in such Demand Registration, shall not exceed the Shelf Registration Statement have been sold Maximum Number of Securities. (c) New Holders shall be entitled to an aggregate of four (4) registrations of Registrable Securities pursuant to this Section 3 (each, a "Demand for Registration") in addition to the Shelf Registration Statement and pursuant to Section 2; provided that a registration requested pursuant to this Section 3 shall not be deemed to have been effected for purposes of this Section 3(c) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 7(a), (iii) the day after the date on which all Holders of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in registration have not, prior to the form filing of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf relevant Demand Registration Statement, withdrawn sufficient shares from such registration such that the remaining Holders requesting registration would not have been able to enable such Registrable Securities to be offered request registration under the provisions of Section 3, and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify (iv) the number offering of Registrable Securities pursuant to be offered such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other order or requirement of the SEC prompted by act or omission of Holders of Registrable Securities); provided, however, that if the New Holders participating in such Demand Registration are not able to register and sold under sell at least two-thirds of the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire New Registrable Securities requested to be included in a Demand Registration, then such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Demand Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total counted as one of three (3) registrations the five Demands for Registration provided for pursuant to this Section 2(b3(c);. (iid) if Notwithstanding anything to the intended method of distribution is an underwritten public offeringcontrary contained herein, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder prepare and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): file (i) more than twice two (2) Demand Registration Statements in any period of 12 consecutive monthstwelve-month period, (ii) any Demand Registration Statement within 90 days following the duration date of effectiveness of any one suspension other Registration Statement or postponement may not exceed 60 days and (iii) any Demand Registration Statement within 90 days following the total duration date of effectiveness of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made other registration statement filed pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant registration rights agreement to which the Holders shall have piggyback rights pursuant Company is a party or with respect to Section 3 hereof, the sale of Common Stock by the Company shall select a nationally recognized underwriter (or underwriters) for such offering longer period of time as may be specified in its sole discretionan underwriting agreement relating to such registration statement). (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At If the Company shall receive at any time beginning on ------------------- or from time to time a written request from the date falling six months following an Initial U.S. Offering, Purchaser requesting the Holders Company to register any shares of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration Purchaser's Stock under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 S-3 (or if the Company is not eligible to use Form S-3, then on Form S-1 or S-2), or any other appropriate similar form then in effect, the Company agrees that it will use all reasonable efforts to cause the prompt registration of all shares of Purchaser's Stock as to which such request is made (each, a "Demand Registration"or will amend or supplement an effective registration statement to include Purchaser's Stock). Each The Company may postpone for a limited time, which in no event shall be longer than 90 days, compliance with a request for registration pursuant to this Section 6.2 if (i) the Company shall have given notice to the Purchaser of the occurrence of a Demand Registration shall specify Suspension Event (as hereinafter defined) or (ii) the number Company is conducting a public offering of Registrable Securities requested capital stock and the managing underwriter concludes in its reasonable judgment that such compliance would materially adversely affect such offering. Notwithstanding anything in this Section 6.2 to be included in the Demand Registration. Upon receipt of any such requestcontrary, the Company shall promptly not be required to: (but in no event later a) comply with more than 10 Business Days following receipt thereoftwo (2) deliver notice requests of such request the Purchaser pursuant to all other Holders who shall then have 10 Business Days from the date such notice is given this Section 6.2 or (b) prepare or cause to notify be prepared audited financial statements of the Company other than those prepared in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all normal course of the Registrable Securities that Company's business at its fiscal year end. Any underwriter selected by the Holders thereof have requested Purchaser to act as such in connection with a registration pursuant to this Section 6.2 shall be included in such Demand Registration as soon as practicable after reasonably acceptable to the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: the Commission as soon as practicable thereafterCompany. The Company shall not be required to file and effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a new registration effected pursuant to this Section 2(a6.2(b) twice in any twelve until a period of nine (129) month period or (ii) months has elapsed from the Demand Registration is withdrawn at the request termination of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as registration statement with respect to Purchaser's Stock covered by a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such prior registration request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees that in the event the Purchaser makes a request under this Section 6.2 to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to cause the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") demand registration and the Company is eligible precluded from effecting such registration with respect to use 25% or more of the shares of Purchaser's Stock subject to such Shelf Registration Statement for such Shelf Takedown, then request as a consequence of the terms of registration rights previously granted by the Company to any of the Other Holders, then, under such circumstances, such request shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to not be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify counted against the number of Registrable Securities demand requests granted to be offered and sold Purchaser under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown6.2. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on from the earlier of (i) six (6) months following the completion of an IPO or (ii) the third (3rd) anniversary of the date falling six months following an Initial U.S. Offeringof this Agreement, if the Holders representing at least a majority of the Registrable Shares then outstanding (the “Initiating Holders”) shall state in writing that such Holders desire to sell Registrable Shares in the public securities markets and request the Company to effect the registration of Registrable Shares under the Securities Act, the Holders of at least ten percent (10%) or more in Company shall promptly use its best efforts to effect the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their the Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify Shares which the number of Registrable Securities Company has been so requested to be included in register by the Demand RegistrationHolders. Upon receipt For the avoidance of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offeringdoubt, the Company shall not be required to register the sale or re-sale of any True-Up Shares or Conversion True-Up Shares in an IPO. (b) Notwithstanding anything contained in this Section 2 to the contrary, the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) The Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than two (2) long-form registration statements initiated pursuant to Section 2(a) (other than those on form S-3 as set forth in Section 4) at the Company’s expense; (B) more than two (2) long-form registration statements initiated pursuant to Section 2(a) at the Holders’ expense; (C) any demand registration statement pursuant to Section 2(a) with an anticipated aggregate offering price of less than $10,000,000; nor (D) any registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor form thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior one hundred eighty (180) days. (ii) The Company may delay the filing or effectiveness of any registration statement for a Shelf Takedown period of up to ninety (90) days after the date of a request for registration pursuant to this Section 2 if at the time of such request the Company furnishes to the Holders requesting such registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that (i) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to Section 3 or (ii) the Board has reasonably determined in its good faith judgment that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, provided, however, that the Company may only delay the filing or effectiveness of a registration statement pursuant to this Section 2(b) unless such underwriting shall be conducted on for a "firm commitment" basis, andtotal of one hundred and twenty (120) days after the date of a request for registration pursuant to this Section 2. (iii) the Company shall not be required With respect to effect any Shelf Takedown to be effected registration pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof2, the Company shall select a nationally recognized underwriter (or underwriters) for give notice of such offering in its sole discretion. (e) The registration to all Holders that are not Initiating Holders and the holders of all Other Shares that are entitled to registration rights and the Company shall not may include in such registration any Demand Registration Primary Shares or Shelf Takedown any securities which Other Shares and shall include all Registrable Shares that Holders that are not Registrable Securities without the prior written consent Initiating Holders request to be registered within 20 days of the Holders of a majority mailing of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and foregoing notice by the Company; provided, however, that if the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, that the number inclusion of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares, Primary Shares and/or Other Shares proposed to be included in such underwritten offering, exceeds registration would interfere with the number successful marketing (including pricing) of Shares which can be sold in such underwritten offering and/or the number of Registrable Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect registration, then the price per share number of the Registrable Shares, Primary Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the and/or Other Shares proposed to be included therein By: any other Persons in such registration shall be included in the following order: (including A) first, all the Registrable Shares to be sold for the account that are issued or issuable upon conversion of the Company and/or other holders Series B Preferred Stock and any True-Up Shares (collectively, “Series B Registrable Shares”), subject to the last sentence of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed Section 2(a), requested to be sold can be included in such offeringregistration (or, then the if necessary, such Series B Registrable Securities that are included in such offering shall be allocated Shares pro rata among the respective Holders thereof on the basis of based upon the number of Series B Registrable Securities proposed Shares requested to be sold By: registered by each such Holder Holder); (B) second, all the Registrable Shares that are not Series B Registrable shares (“Non-Series B Registrable Shares”) requested to be included in such Demand Registration registration (or, if necessary, such Non-Series B Registrable Shares pro rata among the Holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such Holder); (C) third, the Primary Shares; and (D) fourth, the Other Shares that are entitled to registration rights requested to be included in such registration (or, if necessary, such Other Shares pro rata among the holders thereof based upon the number of Other Shares requested to be registered by each such holder). (iv) If the Initiating Holders so elect, the offering of such Registrable Shares pursuant to such registration shall be in the form of an underwritten offering. The Initiating Holders shall, at their option, select one or Shelf Takedownmore nationally prominent firms of investment bankers reasonably acceptable to the Company to act as the lead managing underwriter or underwriters in connection with such offering. In such event, the right of any Person to include such Person’s Registrable Shares or Other Shares in such registration shall be conditioned upon such Person’s participation in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.

Demand Registration. (a) At any time beginning on following the date falling six months following an Initial U.S. OfferingClosing, the Initiating Holders of at least ten percent (10%) or more may request in writing that the aggregate of Registrable Securities Company shall have file a Registration Statement with respect to the right to request registration under the Securities Act and resale of all or any portion part of their the Registrable Securities pursuant to a Registration Statement Shares held by them, including without limitation on Form S-1/F-1 or any other appropriate form (each, a "“Demand Registration"”). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included As soon as practicable and in the Demand Registration. Upon any event within ten (10) days after receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request to all the other Holders who and shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included include in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering registration all of the Registrable Securities that the Shares held by all such Holders thereof have requested who wish to be included participate in such Demand Registration as soon as practicable and provide the Company with written requests for inclusion therein within seven (7) days after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition receipt of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration")’s notice. Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf TakedownThereupon, the Company shall use its reasonable best efforts to prepare and file with effect the Commission a Shelf Supplement registration of all Registrable Shares as soon as practicable after the date on to which it has received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission requests for registration for as soon promptly as practicable thereafterreasonably practicable; provided, however, that, : (i) the Company shall not be required to effect more any registration under this Section 2.3 (A) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and (B) within a period of ninety (90) days following the effective date of a previous registration filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested; and (ii) the registration shall cover the public sale of Registrable Shares with an aggregate public offering price reasonably expected to be at least the lesser of (a) US$35,000,000 and (b) all remaining Registrable Securities (other than a total of three (3the Sale Limited Securities) registrations owned by the requesting Holder. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2(b); 2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed by the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration and the Company did not elect to delay or postpone such offering pursuant to Section 2.6, then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the number of shares to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, (iii) shares held by the Holders (other than Catalyst or the EDNCU Holder if Catalyst or the EDNCU Holder was the Initiating Holder) pro rata to the respective number of Registrable Shares requested by such Holders to be included in the registration and thereafter, to the extent necessary, (iv) if Catalyst or the EDNCU Holder was the Initiating Holder, shares held by Catalyst and the EDNCU Holder pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders; provided, however, that (i) in any event all Registrable Shares must be included in such registration prior to any other shares of the Company, and (ii) if Holders other than Catalyst and the intended method EDNCU Holder were the Initiating Holders, Catalyst or the EDNCU Holder, by written notice to the Company during the seven-day notice period set forth above, shall be entitled to be treated as the Initiating Holder instead, subject to the limitations on the number of distribution is their respective demand registrations set forth below. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an underwritten public offeringemployee benefit plan) to be initiated after a registration requested pursuant to Section 2.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2.3. The Company shall not be required to effect more than two (2) registrations under this Section 2.3 for Initiating Holders (other than the EDNCU Holder and Catalyst), the Company shall not be required to effect a Shelf Takedown pursuant to more than two (2) registrations under this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) 2.3 for which the EDNCU Holder is the Initiating Holder and the Company shall not be required to effect any Shelf Takedown to be effected pursuant to more than two (2) registrations under this Section 2(b) unless at least ten percent (10%) of 2.3 for which Catalyst is the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall Initiating Holder. A registration will not count as one of the permitted Demand Registrations hereunder and the Company shall pay all a requested registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to under this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) unless and until the duration of any one suspension or postponement may not exceed 60 days and (iii) Registration Statement relating to such registration has been declared effective by the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive monthsCommission. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At Subject to the terms and conditions of this Agreement, including Section 2(c), if at any time beginning following May 1, 2018, the Company receives a written request from the Investor that the Company register under the Securities Act Registrable Securities representing at least 10% of the Registrable Securities held by the Investor or the Permitted Holders, then the Company shall file, as promptly as reasonably practicable but no later than the applicable Filing Deadline, a registration statement under the Securities Act covering all Registrable Securities that the Investor requests to be registered. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and, if the Company is a WKSI as of the Filing Deadline, shall be an Automatic Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earlier of (1) the date falling six months following an Initial U.S. Offering, on which the Holders of at least ten percent (10%) or more Investor notifies the Company in writing that the aggregate of Registrable Securities included in such registration statement have been sold or the offering therefor has been terminated or (2) (x) thirty (30) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is a WKSI and filed an Automatic Shelf Registration Statement in satisfaction of such demand, (y) forty (40) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is not a WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand or (z) fifty (50) Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one (1) Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any Suspension Period, pursuant to (d) below or pursuant to Section 5(j). (b) If the Investor intends to distribute the Registrable Securities covered by such Investor’s request by means of an underwriting, (i) the Investor shall so advise the Company as a part of its request made pursuant to Section 2(a) and (ii) the Investor shall have the right to appoint the book-running, managing and other underwriter(s) after consultation with the Company. (c) The Company shall not be required to effect a registration pursuant to this Section 2: (i) after the Company has effected three registrations pursuant to this Section 2, and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 5(a); or (ii) more than twice during any single calendar year; provided, however, that a request for registration will not count for the purposes of this limitation if (x) the Investor determines in good faith to withdraw (prior to the effective date of the registration statement relating to such request) the proposed registration or (y) the registration statement relating to such request is not declared effective within the earlier of Effectiveness Deadline. (d) Notwithstanding anything to the contrary in this Agreement, (1) upon notice to the Investor, the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to, or suspend the effectiveness or availability of, any registration statement for up to ninety (90) days in the aggregate in any twelve-month period (a “Suspension Period”) if the Company would have to make an Adverse Disclosure in connection with the registration statement; provided that (i) any suspension of a registration statement pursuant to Section 6(b) or Section 5(j) shall be treated as a Suspension Period for purposes of calculating the maximum number of days of any Suspension Period under this Section 2(d) and (ii) no Suspension Period may overlap with any redemption pursuant the Securities Act Certificate of Designations (including Section 5 thereof) through the date that is thirty (30) Business Days following any such redemption; and (2) upon notice to the Investor, the Company may delay the Filing Deadline and/or the Effectiveness Deadline with respect to any registration statement for a period not to exceed thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ninety (90) days after the closing date of, a Company initiated registered offering of equity securities (including equity securities convertible into or exchangeable for Common Stock); provided that (i) the Company is actively employing in good faith all or any portion of their commercially reasonable efforts to launch such registered offering throughout such period, (ii) the Investor and Permitted Holders are afforded the opportunity to include Registrable Securities in such registered offering in accordance with Section 3 and (iii) the right to delay or suspend the effectiveness or availability of such registration statement pursuant to a Registration Statement on Form F-1 or this clause (2) shall not be exercised by the Company more than two (2) times in any twelve-month period and not more than ninety (90) days in the aggregate in any twelve-month period, other appropriate form than solely due to the Financial Restatement (each, a "Demand Registration"as defined in the Purchase Agreement) for so long as the Company is using its best efforts to issue the Restated Financial Statements (as defined in the Purchase Agreement). Each request If the Company shall delay any Filing Deadline pursuant to this clause (d) for more than ten (10) Business Days, the Investor may withdraw the demand therefor at any time after such ten (10) Business Days so long as such delay is then continuing by providing written notice to the Company to such effect, and any demand so withdrawn shall not count as a Demand Registration shall specify demand for registration for any purpose under this Section 2, including Section 2(c). (e) Notwithstanding the foregoing, if the managing underwriter(s) of an underwritten offering in connection with any registration pursuant to this Section 2 advises the Company and the Investor in writing that, in its good faith judgment, the number of Registrable Securities requested to be included in such offering exceeds the Demand Registration. Upon receipt number of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to Registrable Securities which can be included sold in such registration. The Company shall prepare and file with offering at a price acceptable to the Commission a Registration Statement on Form F-1 or any other appropriate form covering all Investor, then the number of the Registrable Securities that the Holders thereof have so requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and offering shall use its reasonable best efforts be reduced 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; providedthat number of shares which, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registrationmanaging underwriter, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in at such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedownprice.

Demand Registration. (a) At If at any time beginning on the date falling six months following an Initial U.S. OfferingCompany is eligible to use a Form S-3 registration statement, the Holders Company receives a request in writing from one or more Restricted Stockholders (“Requesting Restricted Stockholders”) that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities held by the Requesting Restricted Stockholders having an anticipated aggregate offering price, net of Selling Expenses, of at least ten percent five million dollars (10%$5,000,000.00) or more (a “Demand Registration Request”), then the Company shall as soon as practicable, and in any event within ninety (90) days after the aggregate of Registrable Securities shall have date the right to request Demand Registration Request is received by the Company, file a Form S-3 registration statement under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Restricted Securities requested to be included in such registration. Notwithstanding registration by the foregoingRequesting Restricted Stockholders, (i) if subject to the Holders are unable to register alllimitations of Section 4.1(b), 4.1(c), and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration4.3. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement Form S-3 registration statement to be declared effective By: by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement SEC as soon as practicable after the date on which it received the Shelf Takedown Notice (but in filing. Any registration requested by any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations Restricted Stockholder pursuant to this Section 2(b);4.1 is referred to in this Agreement as a “Demand Registration.” (iib) Notwithstanding the foregoing obligations, if the intended method Company furnishes to the applicable Requesting Restricted Stockholders a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of distribution is an underwritten public offering, the Board it would be materially detrimental to the Company shall not and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to effect a Shelf Takedown pursuant to this Section 2(b) unless remain effective, because such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would action would: (i) materially interfere with a significant acquisition, corporate organizationreorganization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the Demand Registration Request; provided, however, that the Company may not invoke this right more than once with respect to any given Requesting Restricted Stockholders in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder any twelve (12) month period; and provided further that the Company shall pay all not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration expenses incurred By: pursuant to Section 4.1(a) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company and any Holders is actively employing in connection with good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected a registration pursuant to Section 4.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 4.1(c) until such time as the applicable registration statement has been declared effective by the SEC, unless the Requesting Restricted Stockholders withdraw their request for such registration, including elects not to pay the fees registration expenses therefor, and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus forfeits its right to one demand registration statement pursuant to this Section 2(c): (i) more than twice 4.1 as provided in any period Section 4.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive monthsthis Section 4.1(c). (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company The Restricted Stockholders as a part of their request made pursuant group shall only be entitled to two (2) Demand Registrations under this Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion4.1. (e) The Company shall not include in Promptly after receipt of any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offeringRequest, the Company shall include give written notice of such request to all other Restricted Stockholders. Upon the request in writing of a Restricted Stockholder given within twenty (20) days after such Demand Registration or Shelf Takedown (i) firstnotice is given by the Company, the Company shall use, subject to the provisions of Section 4.3, its commercially reasonable efforts to register, in accordance with the provisions of this Agreement, all the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed have been properly requested to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder registered in such Demand Registration or Shelf TakedownRegistration.

Demand Registration. (a) At any time beginning on Following the first anniversary of the date falling six months following an Initial U.S. Offering, hereof and upon the Holders receipt of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to a written request registration from any MCM Party that GEC file a Registration Statement under the Securities Act covering the registration for the offer and sale of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all part of the Registrable Securities that the Holders thereof have requested to be included in such (a “Demand Registration Registration”), as soon as practicable after practicable, GEC shall file with the initial request is given (but in any event no later than 45 days thereafter) SEC and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: effective, a registration statement relating to all Registrable Securities that MCM Party has requested be registered to be registered under the Commission as soon as practicable thereafterSecurities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. The Company MCM Parties are collectively entitled to effect two (2) such Demand Registrations pursuant to this Section 1.2(a); provided, that, a registration requested pursuant to this Section 1.2(a) shall not be required deemed to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that have been effected unless a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it with respect thereto has become effective (other than due to the fault of a MCM Party) and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, 75% of the Registrable Securities requested to be included in such registrationDemand Registration (and not withdrawn) shall have been disposed of in accordance with the plan of distribution set forth therein. Notwithstanding The MCM Party may terminate a Demand Registration prior to the foregoingfiling of a Registration Statement relating thereto, (i) if the Holders are unable or require GEC to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected withdraw promptly any Registration Statement which has been filed pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) 1 but which has not become effective under the Securities Act, and such registration shall not be deemed to be a Demand Registration is withdrawn at if either (i) it agrees to pay the request costs and expenses of the requesting Holders after the time such Demand Registration becomes effective (except registration as set forth in Section 2(d)(i)-(iii1.6 hereof, or (ii) or otherwise as such withdrawal is accompanied by notice from the MCM Party that, in the good faith exercise of its reasonable judgment, (A) such withdrawal is warranted based on a result a material adverse change in the business, prospects, results business or prospects of operations GEC or financial a change in the condition of the CompanyUnited States financial markets, or (B) then the Company shall be deemed there has occurred a misstatement or omission in any prospectus which makes it inadvisable to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file proceed with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedownregistration. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At If at any time beginning on the date falling six months following an Initial U.S. OfferingPurchaser shall request the Company in writing (each, a "Demand"), to register under the Holders of at least ten percent (10%) or more in the aggregate Securities Act a specified number of Registrable Securities (including Registrable Securities to be used to settle a Derivative Security), the Company shall have use its best efforts to effect the right to request registration under the Securities Act of all or any portion of their the Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify which the number of Registrable Securities Company has been so requested to be included register as soon as reasonably practicable so as to permit the sale thereof, and in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company connection therewith shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required SEC under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Actregistration; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw each such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period specify the number of 12 consecutive monthsshares of Registrable Securities intended to be offered and sold, (ii) describe the duration nature or method of any one suspension or postponement may not exceed 60 days the proposed offer and sale thereof, and (iii) contain the total duration undertaking of any suspension or postponement period the Purchaser to provide all such information and materials and take all such action as may not be more than 90 days required in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect order to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise permit the Company to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement. Except as a part of their request made provided in the following sentence, the Company agrees not to grant to any other person registration rights pursuant to Section 2(a) or Section 2(bwhich such person would have the right to register shares of Common Stock on a Registration Statement filed by the Company pursuant to the exercise of the Purchaser's rights under this Agreement. The Purchaser agrees that the Company may grant to the "Holders" (as that term is defined in each of the Registration Rights Agreement between the Company and Bell ▇▇▇antic Corporation, dated February 2, 2000 (▇▇▇ "▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇eement") and the Registration Rights Agreement between the Company shall include such information in its notice and Cable and Wireless plc, dated February 2, 2000 (the "C&W Agreement")) the right to register shares of Common Stock on a Registration Statement filed by the Company pursuant to the other Holders. The underwriter or underwriters of each underwritten offering, if any, exercise of the Registrable Securities to be registered Purchaser's rights under this Section 2.01 of this Agreement, provided, that, so long as this Agreement or any successor agreement remains in connection full force and effect (a) such registrations are effected in accordance with such offering shall be mutually selected By: the Holders owning at least a majority terms of Section 2.2(b) of the Registrable Securities to be registered By: Bell ▇▇▇antic Agreement or Section 2.2(b) of the Company. In C&W Agreement, as the case may be, and (b) neither Section 2.2(b) of any offering the Bell ▇▇▇antic Agreement nor Section 2.2(b) of the C&W Agreement is modified or registration initiated By: amended in a manner that is adverse to the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities Purchaser without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownPurchaser.

Demand Registration. (a) At Subject to the terms and conditions of this Agreement, at any time beginning on or after the date falling six months following first anniversary of the Closing Date of an Initial U.S. Offeringinitial public offering ("IPO") or registration of the Company's capital stock under the Securities Exchange Act of 1934, as amended, the Holders of at least ten percent Stockholders may deliver a written request (10%a "Demand Notice") or more in to the aggregate of Registrable Securities shall have the right Company to request registration register under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement 1933, as amended (the "1933 Act"), on Form F-1 S-3 any or any other appropriate form all shares of Common Stock owned by such Stockholders (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number such shares of Registrable Securities requested Common Stock as to be included in the Demand Registration. Upon receipt of which any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected made pursuant to this Section 2(a) twice in any twelve (12) month period 1 or (ii) Section 2 hereof being the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf RegistrationSecurities"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to that is will use its reasonable best efforts to keep cause the prompt registration of all such Shelf Registration Statement continuously effective until Registrable Securities; provided however, the earliest Company may postpone for a limited time, which in no event shall be longer than ninety (90) days, compliance with a request for registration pursuant to occur of this Section 1 if (i) such compliance would materially adversely affect (including, without limitation, through the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commissionpremature disclosure thereof) a proposed material financing, reorganization, recapitalization, acquisition, consolidation or similar transaction, (ii) the day after Company is conducting a public offering of capital stock and the date managing underwriter concludes in its reasonable judgment that such compliance would materially adversely affect such offering or (iii) the Company notifies 2 the Stockholders that a material event has occurred or is likely to occur that has not been publicly disclosed and if disclosed would have a material adverse effect on which all the Company and its ability to consummate any offering of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant subject to the Shelf Registration Statement and Demand Notice. If there is a postponement under any of clause (i), (ii) or (iii) above, the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement Demand Notice may be sold without volume or other restriction under Rule 144 promulgated under withdrawn by the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a Stockholders by notice to the Company (a "Shelf Takedown Notice") stating that Company. In such case, no demand shall have been made for the Holder intends to effect an offering purposes of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Noticethis Section 1. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company The Stockholders shall not be required to effect more than make a total demand for registration of three (3) registrations shares of Common Stock pursuant to this Section 2(b); 1 within six (ii6) if months following the intended method effective date of distribution is an underwritten public offeringthe registration for a "piggyback" registration pursuant to Section 2 below. Notwithstanding anything in this Section 1 to the contrary, the Company shall not be required to effect a Shelf Takedown comply with more than one (1) request of the Stockholders pursuant to this Section 2(b) unless 1. Any underwriter selected by the Stockholders to act as such underwriting shall be conducted on in connection with a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected registration pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to 1 must be included in such Shelf Takedown. (c) The Company may, upon written notice reasonably acceptable to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At If at any time beginning on when the date falling six months following an Initial U.S. OfferingCompany is eligible to use a Form S-3 registration statement, the Company receives, prior to the first anniversary of this Agreement, a request from Holders of at least ten thirty percent (1030%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $250,000, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof have requested (the “Demand Notice”) to be included in such Demand Registration all Holders other than the Initiating Holders; and (ii) as soon as practicable practicable, and in any event within thirty (30) days after the initial date such request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: by the Commission as soon as practicable thereafter. The Company shall not be required to effect Initiating Holders, file a Demand Registration more than once in any twelve (12) month period for Form S-3 registration statement under the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Securities Act covering all Registrable Securities requested to be included in such registration. Notwithstanding registration by any other Holders, as specified by notice given by each such Holder to the foregoing, Company within twenty (i20) if days of the Holders are unable to register alldate the Demand Notice is given, and sell at least eighty percent (80%in each case, subject to the limitations of Subsection 2.1(b) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registrationand Subsection 2.2. (b) At any time beginning on Notwithstanding the date falling one year after an Initial U.S. Offeringforegoing obligations, if the Investors Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: not invoke this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect right more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedowntwice. (c) The Company mayshall not be obligated to effect, upon written notice or to the Holders of Registrable Securitiestake any action to effect, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would registration pursuant to Subsection 2.1(a) (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is thirty (30) days after the effective date of, a Company-initiated registration for a firm commitment underwriting, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) require premature disclosure of material information that if the Company has effected a bona fide business purpose registration pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding {B1711012; 2} CONFIDENTIAL 1 the date of such request. A registration shall not be counted as “effected” for preserving purposes of this Subsection 2.1(c) until such time as confidential; and/or (iii) render the Company unable to comply with requirements under applicable registration statement has been declared effective by the Securities Act or Exchange Act; providedSEC, that in such event unless the Initiating Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such their request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including elect not to pay the fees registration expenses therefor, and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus forfeit their right to one demand registration statement pursuant to this Section 2(c): (i) more than twice Subsection 2.5, in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include which case such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering withdrawn registration statement shall be mutually selected By: the Holders owning at least a majority counted as “effected” for purposes of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretionthis Subsection 2.1(c). (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At If at any time beginning on after the date falling six months following an Initial U.S. Offeringhereof, the Holders Company receives a written notice from the Holder(s) of at least ten percent (10%) or more in a majority of the aggregate of Registrable Securities shall have (the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "“Demand Registration"Notice”). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request shall, on or prior to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall Filing Date, prepare and file with the Commission SEC a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Such Registration Statement shall be on Form F-1 or any other appropriate F-3 (or, if Form F-3 is not then available to the Company, on such form covering all of Registration Statement as is then available to effect a registration for resale of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and Securities). The Company shall use its reasonable best efforts (i) to cause such Registration Statement to be declared effective By: under the Commission Securities Act (unless it becomes effective automatically upon filing) as soon promptly as practicable thereafterpossible after the filing thereof, but in any event prior to the Effective Date, and (ii) to keep such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date on which all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 (the “Effective Period”). The Company shall telephonically request the effectiveness of the Registration Statement (unless it becomes effective automatically upon filing) as of 5:00 p.m. Eastern Time on the Effective Date. The Company shall not be required to (A) take any action to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days3.1(a) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of has effected three (3) registrations pursuant to this Section 2(b3.1(a) and each registration has been declared effective or (B) effect more than one (1) registration pursuant to this Section 3.1(a) in any six-month period to the extent the Company has not suspended use of the Registration Statement or Prospectus therein pursuant to Section 3.1(d);; provided, however, the Holders shall not be subject to the restrictions on registration set forth in (A) and (B) above upon any breach by the Company or any of its Subsidiaries of the obligations under Section 6.4 or commencement by any Governmental Authority of an investigation into the Company or any of its Subsidiaries for any corruption or bribery allegation. (iib) if If the intended method Company is unable to Register all of distribution the Registrable Securities for resale under Rule 415 due to limits imposed by the SEC’s interpretation of Rule 415, the Company will file a Registration Statement under the Securities Act with the SEC covering the resale by the Holders of such lesser amount of the Registrable Securities as the Company is able to Register pursuant to the SEC’s interpretation of Rule 415 and use its best efforts to have such Registration Statement declared effective as promptly as possible and, when permitted to do so by the SEC, to file subsequent Registration Statement(s) under the Securities Act with the SEC covering the resale of any Registrable Securities that were omitted from previous Registration Statement(s) and use its best efforts to have such registration declared effective as promptly as possible thereafter. In furtherance of the Company’s obligations set forth in the preceding sentence, the Parties agree that in the event that any Holder shall deliver to the Company a written notice at any time after the later of (x) the date which is six months after the Effective Date of the latest Registration Statement filed pursuant to Section 3.1(a) or Section 3.1(b), as applicable, or (y) the date on which all Registrable Securities Registered on all of the prior Registration Statements filed pursuant to Section 3.1(a) or Section 3.1(b) are sold, that the Company shall file, within thirty (30) days following the date of receipt of such written notice, an underwritten public offeringadditional Registration Statement Registering all Registrable Securities that were omitted from the initial Registration Statement. (c) The Company shall pay all expenses associated with each registration (other than underwriting discounts and commissions related to the sale of Registrable Securities), including all registration and filing fees, printing, duplicating, word processing, facsimile and delivery expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel representing all Holders participating in the registration, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company). Notwithstanding the above, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect pay for any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use expenses of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made proceeding begun pursuant to Section 2(a3.1(a) or Section 2(b) and if the Company shall include such information in its notice to registration request is subsequently withdrawn at the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent request of the Holders of a majority of the Registrable Securities included Then Outstanding to be Registered (in which case all selling Holders shall bear such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, expenses pro rata based upon the number of Shares proposed Registrable Securities that were to be included in the Demand Registration or Shelf Takedownwithdrawn registration), including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that unless the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all a majority of the Registrable Securities proposed Then Outstanding agree to be sold can be included forfeit their right to one (1) corresponding registration pursuant to Section 3.1(a); provided, however, if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such offeringregistration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Section 3.1(a). All underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities that are included in such offering pursuant to this Agreement shall be allocated borne by the holders of the securities Registered pro rata among the respective Holders thereof on the basis of the number of shares Registered. (d) In the event that, in the reasonable judgment of the Company, it is advisable to suspend use of a Registration Statement or Prospectus therein due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify the Holders in writing to such effect, and, upon receipt of such notice, the Holders shall immediately discontinue any sales of Registrable Securities proposed pursuant to such Registration Statement or Prospectus until the Holders have received copies of a supplemented or amended Prospectus or until the Holders are advised in writing by the Company that the then current Prospectus may be sold By: each such Holder used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Demand Registration or Shelf TakedownProspectus. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under the preceding sentence to suspend sales of Registrable Securities for a period in excess of forty-five (45) consecutive calendar days during any 12-month period; provided, however, no suspension period may begin until at least twelve (12) months have passed since any previous suspension period.

Demand Registration. (a) At If on the date that is five years and nine months after the closing of the Merger (the "Demand Registration Rights Effective Date"), the Registrable Securities owned by the Beneficial Owners constitute at least 5% of the Trust's then outstanding shares (after giving effect to the redemption of any PREIT Class B Units held by the Beneficial Owners and the issuance of the Trust's shares therefor), then, subject to Section 3(e) below, at any time beginning on the date falling six months following an Initial U.S. Offering, Demand Registration Rights Effective Date the Holders of at least ten percent (10%) or more in the aggregate of Beneficial Owners owning Registrable Securities shall have then outstanding may unanimously request in writing that the right to request Trust effect the registration under the Securities Act of all or any portion of their the Registrable Securities then outstanding pursuant to a Registration Statement registration statement on Form F-1 S-3 (or any similar short-form registration statement that is a successor to Form S-3), or in the Trust's sole discretion, any other appropriate form form. The Trust shall use commercially reasonable efforts to prepare and file a registration statement under the Securities Act within sixty (each60) days of the receipt by the Trust of such request from the Beneficial Owners. The Trust shall use commercially reasonable efforts to cause such registration statement to be declared effective by the Commission as promptly as shall be reasonably practicable after it has been filed, and the Trust shall use its commercially reasonable efforts to keep such registration statement effective until the earlier of (i) such time as all Registrable Securities included in such registration statement have been disposed of pursuant to the distribution thereunder or (ii) the 30th day following the effectiveness of such registration statement. The Trust shall be obligated to effect only one such Demand Registration for the Beneficial Owners. (b) Notwithstanding Section 3(a) above, the Trust may defer the filing of or effectiveness of the registration statement required by this Section 3 for a "Demand Registration"). Each reasonable period of time not to exceed 180 days after a request by the Beneficial Owners to effect such registration if (i) the Trust is, at such time, in the process of pursuing an underwritten public offering of equity securities and is advised by the managing underwriter(s) that such offering would in its or their opinion be adversely affected by such filing or (ii) the Trust in good faith determines that any such filing or the offering of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Trust which began prior to the date on which a request for registration was made by the Beneficial Owners hereunder. (c) If the Beneficial Owners intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Trust as part of their request made pursuant to Section 3(a) above. In such event, the right of any Beneficial Owner to include its Registrable Securities in such registration shall be conditioned upon such Beneficial Owner's participation in such underwriting and the inclusion of such Beneficial Owner's Registrable Securities in the underwriting to the extent provided herein. All Beneficial Owners proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Trust. Notwithstanding any other provision of this Section 3 to the contrary, if, in the case of a Demand Registration registration requested pursuant to Section 3(a) above, the managing underwriter for the offering advises the Beneficial Owners and the Trust that marketing factors require a limitation of the number of shares to be underwritten, then the Trust shall specify so advise all Beneficial Owners of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated pro rata among all Beneficial Owners thereof desiring to participate in such underwriting (according to the number of Registrable Securities requested to be included in the Demand Registrationsold by each Beneficial Owner). Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the No Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested by a Beneficial Owner to be included in a registration effected pursuant to Section 3(a) shall be excluded from the underwriting unless all securities other than Registrable Securities are first excluded. (d) The Trust shall bear all Registration Expenses (as defined in Section 7 below) in connection with any demand registration pursuant to this Section 2(a) twice 3, whether or not such registration statement becomes effective; provided, however, that if the Beneficial Owners request a demand registration and subsequently withdraw their request, then such Beneficial Owners shall either pay all Registration Expenses incurred in any twelve (12) month period connection with such demand registration or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have forfeit the right to request that another demand registration unless the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice withdrawal of such request is the result of facts or circumstances relating to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities Trust that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) arise after the date on which such request was made and would have a material adverse effect on the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all offering of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and Securities. (iiie) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes contained herein to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Noticecontrary, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company Trust shall not be required to effect any Shelf Takedown to be effected demand registration pursuant to this Section 2(b3 unless prior to the expiration of the thirty (30) unless day period commencing on the Demand Registration Rights Effective Date the Beneficial Owners (which Beneficial Owners, as required by Section 3(a) above, on the Demand Registration Rights Effective Date owned Registrable Securities which constituted at least ten percent 5% of the Trust's then outstanding shares after giving effect to the redemption of any PREIT Class B Units held by the Beneficial Owners and the issuance of the Trust's shares therefor) unanimously either (10%i) request in writing that the Trust immediately effect the registration under the Securities Act of the Registrable Securities then outstanding at the time of such request are to be included in such Shelf Takedown. (caccordance with Section 3(a) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing above or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure notify the Trust in writing of material information that their election to preserve the Company has future right of the Beneficial Owners to request a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements registration under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice 3 above; it being understood and agreed that, in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) event the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown Beneficial Owners elect to distribute preserve the future right to request a demand registration under the Securities Act of the Registrable Securities covered By: their request in an underwritten offeringShares pursuant to this Section 3 during such thirty (30) day period, they shall so advise the Company as a part of their request made Trust's obligation to effect any shelf registration or to keep any shelf registration statement effective pursuant to Section 2(a) 2 of this Agreement shall terminate immediately regardless of whether or Section 2(b) and not the Company shall include such information in its notice Beneficial Owners thereafter exercise their right to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least request a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or demand registration initiated By: the Company for its own account or any other offering not effected pursuant to this Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion3. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (ai) At the later to occur of (I) one year following the closing of any time beginning initial public offering of the Company=s securities, and (ii) that date upon which the Company is eligible to register the Warrant Shares for resale on the date falling six months following an Initial U.S. Offeringa Form S-3, the Holders Holder may deliver a written request (the "Notice") executed by the Holder and requesting registration of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act resale by Holder of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration")the Purchased Shares. Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon As soon as practicable after receipt of any such requestthe Notice, the Company shall promptly (but in no event later than 10 Business Days following receipt thereofat its sole cost and expense file a registration statement with the Commission on Form S-3 or any successor form, under the Securities Act, covering the issuance of the Warrant Shares issuable to the Holder upon exercise of the Warrant or the resale of the Warrant Shares issuable upon exercise of the Warrant by the Holder. The Company will use its best efforts to have such registration statement declared effective as soon as possible thereafter, and shall keep such registration statement current and effective until such time as the Warrant Shares issuable upon exercise of the Warrant may be sold by the Holder at any time without restriction or pursuant to the provisions of Rule 144(k) deliver notice of the Commission or until such request earlier date as all of the Purchased Shares registered pursuant to all other Holders who such registration statement shall then have 10 Business Days from been sold or otherwise transferred by the date such notice is given Holder to notify the Company in writing of their desire to be included in such registrationa third party. The Company shall also prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all such amendments and supplements to such registration statement (and the prospectus used in connection therewith) as may be necessary to update and keep such registration statement (and the prospectus used in connection therewith) current and effective for such three-year period and to comply with the provisions of the Registrable Securities that Act with respect to the Holders thereof have requested to be included in sale of all securities covered by such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafterregistration statement. ii) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a11(a): (I) twice in any twelve after the Company has effected one (121) month period registration pursuant to this Section 11(a), and such registration has either (A) been declared or ordered effective or (B) the request for such registration has been subsequently withdrawn by the Holder (and such withdrawal is not based on materially adverse information concerning the Company of which the Holder was not reasonably aware at the time of such request); or (ii) if the Demand Registration is withdrawn at the request Warrant Shares issuable upon exercise of the requesting Holders after Warrant may be sold by the Holder at any time without restriction or pursuant to the provisions of Rule 144(k); or (iii) if Form S-3 (or a successor or similar form) is not available for such Demand Registration becomes effective offering by the Holder; or (except as set forth in Section 2(d)(i)-(iiiiv) or otherwise as if the Company shall furnish to the Holder following receipt of his written request for registration, a result a material adverse change certificate signed on behalf of the Board of Directors by the Chairman of the Board stating that in the business, prospects, results good faith judgment of operations or financial condition the Board of Directors of the Company) then , it would be seriously detrimental to the Company shall and its shareholders for such registration statement to be deemed filed and it is therefore essential to have effected a Demand Registration. (b) At any time beginning on defer the date falling one year after an Initial U.S. Offeringfiling of such registration statement, in which event the Investors Company shall have the right to request that defer such filing for a period of not more than one hundred eighty (180) days after receipt of the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each Holder's request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on after the date falling six months following an Initial U.S. Offeringexpiration of the Lock-Up Period, the Holders of at least ten percent (10%) one or more Buyer Parties (the “Requesting Parties”) then holding a majority of the Registrable Securities then held by all Buyer Parties may request in writing (a “Demand Request”) that the aggregate Company effect a registration (a “Demand Registration”) under the 1933 Act of Registrable Securities held by such Buyer Parties. The Demand Request shall be in writing and shall specify the Registrable Securities to be sold and the intended method of disposition thereof. Upon receipt of a Demand Request, the Company shall deliver within five Business Days a written notice (a “Demand Notice”) to each Buyer Party that did not make such Demand Request stating that the Company intends to comply with a Demand Request and informing each such Buyer Party of its right to include Registrable Securities in such Demand Registration. Within five Business Days after receipt of a Demand Notice, each Buyer Party who received such Demand Notice shall have the right to request registration under in writing that the Securities Act of Company include all or any a specific portion of their the Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "held by such Buyer Party in such Demand Registration". The Company shall file a registration statement including (subject to Section 5.1(c). Each request for a Demand Registration shall specify the number of ) all Registrable Securities requested to be included in therein by the Demand Registration. Upon receipt of Requesting Parties and any such request, other Buyer Party who validly exercises its rights under this Section5.1(a) on the Company shall appropriate form as promptly as practicable (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 90 days thereafterafter the date the Demand Request is delivered in the case of a Form S-1 and 60 days after the date the Demand Request is delivered in the case of a Form S-3) and shall use its commercially reasonable best efforts to cause such Registration Statement registration statement to be declared effective By: by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission SEC as soon as practicable thereafter; provided, that, (i) however, that the Company shall not be required obligated to effect more than a total of three (3) registrations effect, or take any action to effect, any such registration pursuant to this Section 2(b)5.1: (i) unless the Registrable Securities requested to be registered pursuant to such request (x) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of at least $25,000,000 or (y) represent at least 15% of the total shares of Common Stock then outstanding that are not Registrable Securities; (ii) if the intended method within 120 days of distribution is an underwritten public offering, the Company shall not be required to effect any other Demand Registration or a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, andUnderwritten Offering; (iii) within 120 days of a Piggyback Offering in which all Buyer Parties were given the Company shall not be right to include Registrable Securities to the extent required to effect any Shelf Takedown to be effected pursuant to under this Section 2(b) unless Agreement and at least ten percent (10%) 80% of the Registrable Securities outstanding at the time of requested by such request are Buyer Parties to be included in such Shelf Takedown.Piggyback Offering were included; (civ) The Company may, upon written notice during the period starting with the date 30 days prior to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable Company’s good faith judgment estimate of the date of filing of, and ending on the date 120 days immediately following a Piggyback Offering, provided that during the 30-day period prior to such filing of the Company is actively employing in good faith all reasonable efforts to consummate such Demand RegistrationPiggyback Offering; provided, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisitionfurther, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or may only delay an offering pursuant to this subsection (iiia)(iv) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration period of not more than 120 days if a filing of any other registration statement is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder made within that period and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to only exercise this Section 2(c): (i) more than twice right once in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months.12-month period; or (dv) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of during any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretionSuspension Period. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on the date falling six months following an Initial U.S. Offering, the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision Closing hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities included (on a common stock equivalent basis) requesting that the Company effect a registration under the Securities Act of Registrable Securities and specifying the intended method or methods of distribution thereof (which may include a continuous or delayed offering), the Company shall prepare and file a Registration Statement on Form S-3 under the Securities Act, or other appropriate Form in the event Form S-3 is not available, covering the Registrable Securities then outstanding and shall use commercially reasonable efforts to cause such Registration Statement to become effective as expeditiously as possible and to remain effective until the earlier to occur of (i) the date on which all Registrable Securities covered by such Registration Statement have been sold and the distribution contemplated thereby has been completed or (ii) the date by which all the Registrable Securities covered thereby may be sold under Rule 144(k) (the "Effectiveness Period"); provided, however, that the Purchaser shall not, pursuant to this Section 6.1, be entitled to sell, during any calendar quarter, more than twenty-five percent (25%) of the aggregate number of Registrable Securities outstanding immediately following at the Closing, or if the Company's fiscal year is not the calendar year, during any fiscal quarter of the Company. A demand registration requested pursuant to this Section 6.1(a) will not be deemed to have been effected unless the Registration Statement relating thereto has become effective under the Securities Act and remains effective for the period described above. (b) A Holder (including the Purchaser) or Holders requesting a registration pursuant to this Section 6.1(a) may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. (c) The Company and any Other Approved Holder may include its securities in any demand registration effected pursuant to this Section 6.1; provided, however, that if the managing underwriter(s) or the representative(s) of the several underwriters (the "Managing Underwriter") of a proposed underwritten public offering of Common Stock advises the Holder or Holders intending to participate in such Demand Registration offering in writing that the total amount or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter kind of the requested Demand Registration or Shelf Takedown advises securities which such Holders, the Company and such Other Approved Holders intend to include in writing thatsuch offering is sufficiently large to materially adversely affect the success of such offering, in its reasonable and good faith opinion, then the number amount or kind of Shares proposed securities to be included in offered for the Demand Registration accounts of the Other Approved Holders shall be reduced pro rata among such Other Approved Holders to the extent necessary to reduce the total amount or Shelf Takedown, including all Registrable Securities and all other Shares proposed kind of securities to be included in such underwritten proposed public offering to the amount or kind recommended by such Managing Underwriter and, if such reduction results in no securities being offered for the accounts of the Other Approved Holders in such proposed public offering, exceeds then the number amount or kind of Shares which can be sold in such underwritten offering and/or the number of Shares proposed securities to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold offered for the account of the Company and/or other holders shall be reduced to the extent necessary to reduce the total amount or kind of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed securities to be sold can be included in such offering, then proposed public offering to the Registrable Securities that are included in amount or kind recommended by such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration managing underwriter or Shelf Takedownunderwriters.

Demand Registration. (a) At any time beginning on the date falling six months following an Initial U.S. OfferingOn or after April 10, the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may2003, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities included (on a common stock equivalent basis) requesting that the Company effect a registration under the Securities Act of Registrable Securities and specifying the intended method or methods of distribution thereof (which may include a continuous or delayed offering), the Company shall prepare and file a Registration Statement on Form S-3 under the Securities Act, or other appropriate Form in the event Form S-3 is not available, covering the Registrable Securities then outstanding and shall use commercially reasonable efforts to cause such Registration Statement to become effective as expeditiously as possible and to remain effective until the earlier to occur of (i) the date on which all Registrable Securities covered by such Registration Statement have been sold and the distribution contemplated thereby has been completed or (ii) the date by which all the Registrable Securities covered thereby may be sold under Rule 144(k) (the "Effectiveness Period"); provided, however, that the Purchaser shall not, pursuant to this Section 6.1, be entitled to sell more than twenty-five percent (25%) of the aggregate number of Registrable Securities acquired at the Closing in any calendar quarter, or if the Company's fiscal year is not the calendar year, any fiscal quarter of the Company. A demand registration requested pursuant to this Section 6.1(a) will not be deemed to have been effected unless the Registration Statement relating thereto has become effective under the Securities Act and remains effective for the period described above. (b) A Holder (including the Purchaser) or Holders requesting a registration pursuant to this Section 6.1(a) may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. (c) The Company and any Other Approved Holder may include its securities in any demand registration effected pursuant to this Section 6.1; provided, however, that if the managing underwriter(s) or the representative(s) of the several underwriters (the "Managing Underwriter") of a proposed underwritten public offering of Common Stock advises the Holder or Holders intending to participate in such Demand Registration offering in writing that the total amount or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter kind of the requested Demand Registration or Shelf Takedown advises securities which such Holders, the Company and such Other Approved Holders intend to include in writing thatsuch offering is sufficiently large to materially adversely affect the success of such offering, in its reasonable and good faith opinion, then the number amount or kind of Shares proposed securities to be included in offered for the Demand Registration accounts of the Other Approved Holders shall be reduced pro rata among such Other Approved Holders to the extent necessary to reduce the total amount or Shelf Takedown, including all Registrable Securities and all other Shares proposed kind of securities to be included in such underwritten proposed public offering to the amount or kind recommended by such Managing Underwriter and, if such reduction results in no securities being offered for the accounts of the Other Approved Holders in such proposed public offering, exceeds then the number amount or kind of Shares which can be sold in such underwritten offering and/or the number of Shares proposed securities to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold offered for the account of the Company and/or other holders shall be reduced to the extent necessary to reduce the total amount or kind of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed securities to be sold can be included in such offering, then proposed public offering to the Registrable Securities that are included in amount or kind recommended by such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration managing underwriter or Shelf Takedownunderwriters.

Demand Registration. (a) At any time beginning on Upon the date falling six months following an Initial U.S. Offering, written request of the Holder or Holders of at least ten fifty percent (1050%) or more in of the aggregate of Registrable Securities (the "Initiating Holders") the Company shall have be obligated to effect the right to request registration under the Securities Act of all or any portion of their such Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities as are requested to be included registered by the Initiating Holders, all in accordance with the Demand Registration. Upon receipt following provisions of this Agreement, provided that the obligation of the Company to effect such registration shall not be deemed to have been satisfied until the registration statement with respect thereto has become effective under the Securities Act and only so long as no stop order suspending the effectiveness of the registration statement or the qualification or registration of any of the Registrable Securities for sale in any jurisdiction in which the Company shall be required pursuant to Section 6(d) to register or qualify such requestRegistrable Securities shall not have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission (the "Commission") or any similar state agency. Within ten (10) days of the request for registration by the Initiating Holders, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request to all other Holders Holders, who shall then have 10 Business Days from the date such be entitled, by written notice is given to notify the Company in writing and subject to Section 5(a) hereof, to include shares of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts registration prepared by the Company pursuant to cause such Registration Statement to be declared effective By: the Commission as soon as practicable thereafterthis Section 4(a). The Company shall not be required obligated to effect a Demand Registration more than once in any twelve three (123) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected demand registrations pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration4(a). (b) At In addition to the registration rights provided pursuant to Section 4(a) hereof, at any time beginning on and from time to time after six months following a firm commitment underwritten initial public offering of the date falling one year Company's Common Stock (an "IPO"), upon the written request of the Initiating Holders, or at the request of any Holder which agrees to register Registrable Securities having a value of Five Million Dollars ($5,000,000) or more after an Initial U.S. OfferingIPO, the Investors Company shall be obligated to effect the registration under the Securities Act on Form S-3 (if the Company is then eligible to use such registration form), or any similar short form registration adopted by the Commission for which the Company may then be eligible, of all or any portion of the Registrable Securities held by such Holder, all in accordance with the applicable provisions of this Agreement. (c) Whenever the Company shall be requested by the Initiating Holders pursuant to Section 4(a) or by a Holder pursuant to Section 4(b) to effect the registration of Registrable Securities under the Securities Act, the Company shall, as provided in Section 5, effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register pursuant to Section 4(a) or (b), all to the extent requisite to permit the disposition by such Holder of the Registrable Securities so registered. (d) In connection with requesting registration of Registrable Securities pursuant to Section 4(a) or (b), if the Initiating Holders or a Holder in the case of Section 4(b) advise the Company that they intend to publicly offer or distribute Registrable Securities to be covered by the registration statement pursuant to a firm commitment underwriting with an investment banking firm or firms selected by the Holders, the Company and any other person entitled to include shares of Common Stock in such registration statement shall enter into the same underwriting agreement with such underwriter or underwriters as shall such Holders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer or selling shareholder in underwriting agreements with respect to secondary distributions. (e) Neither the Company nor any of its security holders (other than the Holders) shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or include any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion securities of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire a registration requested pursuant to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable Section 4(a) or (but in any event within 30 daysb) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of unless (i) the third anniversary such securities are of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all same class as any of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") registration and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution offering is an either (x) not being underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event and the Holders of a majority of the Registrable Securities initiating requesting registration consent to such Demand Registration, Shelf Registration inclusion in writing or Shelf Takedown shall be entitled to withdraw (y) a firm commitment underwriting and the managing underwriter has informed the Holders that inclusion of such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall securities will not count as one adversely affect the price range or the probability of success of the permitted Demand Registrations hereunder offering and such securities are allocated as provided in Section 4(f) and sold on the Company shall pay all registration expenses incurred By: the Company same terms and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant conditions as apply to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise being sold. If any security holders of the Company as (other than the Holders) register securities of the Company in a part registration in accordance with the provisions of their request made pursuant to Section 2(a4(a) or Section 2(b) and (b), such security holders shall pay their pro rata share of the Registration Expenses, as defined below, unless the Company shall include has agreed to pay such information expenses and, in its notice the opinion of counsel to the other Holders. The underwriter or underwriters of each underwritten offering, if any, such payment would not affect the ability of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: or qualified under the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case blue sky laws of any offering or registration initiated By: jurisdiction. (f) If the Company for its own account or any other offering not effected of its security holders request the right to include equity securities in a registration statement filed pursuant to Section 2(a4(a) or Section 2(b(b) hereof, including any offering pursuant and such securities are proposed to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select be sold in a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an firm commitment underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises underwriters advise the Company and Holders in writing that, in its reasonable and good faith their opinion, the total number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed securities requested to be included in such underwritten offering, registration exceeds the number of Shares securities which can be sold in such underwritten offering and/or without adversely affecting the number price range or probability of Shares proposed success of such offering, the securities to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company offering shall include in such Demand Registration or Shelf Takedown (i) first, all of the Registrable Securities that the Holders propose to sellbeing registered, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof other holders of the Company's securities requesting inclusion in such registration on the basis of the number of Registrable Securities proposed shares of securities requested to be sold By: each registered by such Holder in holders and (iii) third, such Demand Registration or Shelf Takedownother securities being offered by the Company.

Demand Registration. (a) At any time beginning on prior to such time as the date falling six months following an Initial U.S. Offeringrights under this Section 2 terminate with respect to a Holder as provided in Section 2(e) hereof, the Holders of at least ten percent (10%) or more upon written notice from such Holder in the aggregate of Registrable Securities shall have manner set forth in Section 12(h) hereof requesting that the right to request Company effect the registration under the Securities Act of all any or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that held by such Holder, which notice shall specify the Holders thereof have requested to be included in intended method or methods of disposition of such Demand Registration as soon as practicable after Registrable Securities, the initial request is given (but in any event no later than 45 days thereafter) and Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: effect, in the Commission as soon as practicable thereafter. The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as manner set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering5, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 registration under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in an offering on a delayed or continuous basis pursuant to under Rule 415 under the Securities Act (or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereofsimilar effect) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof), no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, provided that,: (i) the Company shall not be required to effect more than if, within 5 business days of receipt of a total of three (3) registrations registration request pursuant to this Section 2(b2(a); (ii) if , the intended method Holder or Holders making such request are advised in writing that the Company has in good faith commenced the preparation of distribution is a registration statement for an underwritten public offeringoffering prior to receipt of the notice requesting registration pursuant to this Section 2(a) and the managing underwriter of the proposed offering has determined that in such firm's good faith opinion, a registration at the time and on the terms requested would materially and adversely affect the offering that is contemplated by the Company, the Company shall not be required to effect a Shelf Takedown registration pursuant to this Section 2(b2(a) unless such underwriting shall be conducted on (a "firm commitment" basisTransactional Deferral") until the earliest of (A) the abandonment of such offering by the Company, and (iiiB) 60 days after receipt by the Holder or Holders requesting registration of the managing underwriter's written opinion referred to above in this clause (i), unless the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, and (C) if the registration statement for such offering has become effective and such offering has commenced on or prior to such 60th day, the day on which the restrictions on the Holders contained in Section 10 hereof lapse, provided, however, that the Company shall not be required permitted to effect delay a requested registration in reliance on this clause (i) more than once in any Shelf Takedown to be effected 12-month period; (ii) if, while a registration request is pending pursuant to this Section 2(b) unless at least ten percent (10%) of 2(a), the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company maydetermines, upon written notice to the Holders of Registrable Securitiesfollowing consultation with and receiving advice from its legal counsel, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or a registration statement would require the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or confidential and the disclosure of which the Company determines reasonably and in good faith would have a material adverse effect on the Company, the Company shall not be required to effect a registration pursuant to this Section 2(a) until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material and (B) 90 days after the Company makes such determination; (iii) render the Company unable shall not be obligated to comply with requirements under file a registration statement relating to a registration request pursuant to this Section 2: (A) prior to 180 days following the closing of the Public Offering, (B) within a period of 90 calendar days after the effective date of any other registration statement of the Company demanded pursuant to this Section 2(a), or (C) if such registration request is for a number of Registrable Securities Act having a Fair Market Value on the business day immediately preceding the date of such registration request of less than $100,000,000; and (iv) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) in the case of a registration request by REI or Exchange Act; providedany Permitted Transferee that has acquired, that in such event the Holders of transaction in which it became a Permitted Transferee, at least a majority of the then issued and outstanding Voting Stock, on more than three occasions after such time as REI or such Permitted Transferee, as the case may be, owns less than a majority of the voting power of the outstanding capital stock of the Company (it being acknowledged that so long as REI or such Permitted Transferee owns a majority of the voting power of the outstanding capital stock of the Company, there shall be no limit to the number of occasions on which REI or such Permitted Transferee may exercise such rights), or (B) in the case of a Holder other than REI or a Permitted Transferee described in clause (A) above, on more than the number of occasions permitted such Holder in accordance with Section 11 hereof. (b) Notwithstanding any other provision of this Agreement to the contrary: (i) a registration requested by a Holder pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 2(a)), (A) unless the registration statement filed in connection therewith has become effective, (B) if after such registration statement has become effective, it becomes subject to any stop order, or there is issued an injunction or other order or decree of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder, which injunction, order or decree prohibits or otherwise materially and adversely affects the offer and sale of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled so registered prior to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one the completion of the permitted Demand Registrations hereunder and distribution thereof in accordance with the Company shall pay all plan of distribution set forth in the registration expenses incurred By: statement or (C) if the Company and any Holders conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registrationregistration are not satisfied by reason of some act, including misrepresentation or omission by the fees Company and expenses of counsel for are not waived by the Holders. The Company may not delay purchasers or underwriters; and (ii) nothing herein shall modify a Demand RegistrationHolder's obligation to pay Registration Expenses, Shelf Registration or Shelf Takedown or suspend in accordance with Section 4 hereof, that are incurred in connection with any withdrawn registration requested by such Holder. (c) In the use of a prospectus event that any registration pursuant to this Section 2(c): (i) more than twice 2 shall involve, in any period of 12 consecutive monthswhole or in part, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise Holders owning at least 50.1% of the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, Fair Market Value of the Registrable Securities to be registered in connection with such offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering, and the Company shall have the right to designate one underwriter reasonably satisfactory to such Holders as a co-manager of such underwritten offering. (d) The Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities requested by any Holder pursuant to Section 2(a) only to the extent the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its opinion, the additional securities proposed to be mutually selected By: sold will not materially and adversely affect the Holders owning at least a majority offering and sale of the Registrable Securities to be registered By: in accordance with the Companyintended method or methods of disposition then contemplated by such Holder. In The rights of a Holder to cause the case registration of additional Registrable Securities held by such Holder in any offering or registration initiated By: the Company for its own account or any other offering not effected of Registrable Securities requested by another Holder pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which shall be governed by the agreement of the Holders shall have piggyback rights pursuant to with respect thereto as provided in Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion11(a). (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not be obligated to file a registration statement relating to a registration request by a Holder pursuant to this Section 2 from and after such time as such Holder first owns Registrable Securities without representing (assuming for this purpose the prior written consent conversion, exchange or exercise of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in then owned by such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration Holder that are convertible into or Shelf Takedown would adversely affect the price per share exercisable or exchangeable for Voting Stock of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (iCompany) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account less than 10% of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all then issued and outstanding Voting Stock of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownCompany.

Demand Registration. (a) At The Holders of not less than 25% of the Registrable Shares shall have, as a group, the right, exercisable at any time beginning following the date that is 15 months following the date of this Agreement and from time to time thereafter, by written notice (a “Demand Notice”) given to the REIT, to request the REIT forthwith to register, and the REIT shall register, under and in accordance with the provisions of the Securities Act and the terms of this Agreement, the sale of such number of Registrable Shares as may be specified in the Demand Notice. The Holders, as a group, shall be entitled to two Demand Registrations pursuant to this Section 2 (including Section 2(c)). Notwithstanding the foregoing, the REIT shall not be required to file a Registration Statement covering Registrable Shares with anticipated gross proceeds of less than $25,000,000 unless it covers all of the remaining Registrable Shares. (b) As promptly as reasonably practicable and in any event within 45 days after the date on which the REIT receives a Demand Notice given by the Holders in accordance with Section 2(a), if permitted under the Securities Act, the REIT shall file with the SEC a Registration Statement which is automatically effective upon filing. If such automatically effective filing is not so permitted, the REIT shall file a Registration Statement with the SEC as promptly as reasonably practical and in any event within 45 days after the date on which the REIT receives a Demand Notice given by the Holders in accordance with Section 2(a) and shall use its commercially reasonable efforts to cause any such Registration Statement to become and remain effective as promptly as reasonably practicable. Each such Registration Statement shall be on the date falling six months following an Initial U.S. Offeringappropriate form for the registration and sale, in accordance with the intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders of at least ten percent (10%) or more in the aggregate Demand Notice, which may include a “shelf” registration (a “Shelf Registration”) pursuant to Rule 415 under the Securities Act. (c) The REIT shall use commercially reasonable efforts to keep effective each Registration Statement filed pursuant to this Section 2, and a registration shall not count as a Demand Registration to which the Holders are entitled under Section 2(a) until it has become continuously effective and usable for the resale of the Registrable Securities shall have Shares covered thereby (i) in the right to request registration case of a Registration that is not a Shelf Registration, for a period of 180 days from the date on which the Registration Statement becomes effective under the Securities Act and (ii) in the case of a Shelf Registration, for a period of one year from the date on which the Registration Statement becomes effective, in either case (x) until such earlier time by which all or any portion of their the Registrable Securities Shares covered by such Registration Statement have been sold pursuant to a such Registration Statement on Form F-1 or any other appropriate form Statement, and (eachy) as such period may be extended pursuant to this Section 2. Notwithstanding the foregoing, a "Demand Registration"). Each request for registration shall not count as a Demand Registration shall specify under Section 2(a) if (A) after such Demand Registration has become effective, such registration or the number related offer, sale or distribution of Registrable Securities requested Shares thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to be included the Holders initiating such Demand Registration and such interference is not thereafter eliminated or (B) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Holders initiating such Demand Registration. Upon receipt , and as a result of any such requestcircumstances described in (A) or (B), no Registrable Shares are sold pursuant to such registration; provided, that if (1) the offer, sale or distribution covered by the Registration Statement filed pursuant to the Demand Registration is a continuous offering of Registrable Securities, (2) such continuous offering, after being commenced as described in the Registration Statement, has not been postponed or interrupted (other than by reason of the circumstances described in (A) or (B)) and (3) at the time of such registration, the Company Common Shares are not listed on a national securities exchange or included on the Nasdaq Stock Market, then following such interference such registration shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to not count as a Demand Registration unless all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts are sold pursuant to cause such Registration Statement. (d) The REIT shall be entitled to postpone the filing of any Registration Statement otherwise required to be declared effective By: prepared and filed by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected REIT pursuant to this Section 2(a) twice in 2, or to suspend the use of any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1under this Section 2, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule theretoreasonable period of time, but not in excess of 45 days (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"“Delay Period”). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that,if: (i) the Company shall not Board of Directors of the REIT (the “Board of Directors”), acting through those directors who have no direct or indirect beneficial or pecuniary interest in any Registrable Shares, determines in good faith that the registration and distribution of the Registrable Shares covered or to be required to effect more than covered by the Registration Statement would materially adversely affect the REIT and its subsidiaries taken as a total whole because it would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the REIT or any of three (3) registrations pursuant to this Section 2(b);its subsidiaries and the REIT promptly gives the Holders written notice of such determination, containing a reasonably detailed statement of the reasons for such postponement or suspension and an approximation of the period of the anticipated delay; or (ii) if prior to the intended method of distribution is an underwritten public offeringRegistration Statement being declared effective by the SEC, the Company shall not be required REIT proposes to effect file a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted registration statement on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements Form S-11 under the Securities Act providing for the first public offering of Common Shares concurrent with the listing or, approval for listing, of the Common Shares on a national securities exchange or Exchange Act; providedinclusion or, that approval for inclusion, of the Common Shares on the Nasdaq Stock Market (such registration statement, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such event registration statement, the “IPO Registration Statement”), and the REIT promptly gives the Holders written notice (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five Business Days after such filing; Notwithstanding anything to the contrary contained herein, the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed a total of 90 days. If the REIT shall so postpone or suspend the filing of a Registration Statement, the Holders of a majority of the Registrable Securities Shares to be registered shall have the right to withdraw the request for registration by giving written notice to the REIT within 45 days after receipt of the notice of postponement or suspension (and, in the event of such withdrawal, such request shall not be counted as a Demand Registration to which the Holders are entitled pursuant to this Section 2). The time period for which the REIT is required to maintain the effectiveness of any Registration Statement pursuant to this Section 2 shall be extended by the aggregate number of days of all Delay Periods, all Hold Back Periods and all Interruption Periods occurring during such Registration. The REIT shall not be entitled to initiate a Delay Period unless it shall concurrently (A) prohibit sales by other security holders under registration statements (other than Special Registration Statements, as defined below) filed by the REIT covering securities held by such other security holders and (B) in accordance with the REIT’s policies from time to time in effect, forbid purchases and sales in the open market by senior executives of the REIT, subject to permitted exceptions stated in a formal policy adopted by the Board of Directors. The REIT may not postpone or suspend a filing pursuant to this Section 2 more than three times in any 12 month period and a period of at least 45 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. (e) Each of the Holders (other than the Holders initiating the relevant Demand Registration under Section 2(a)) may offer such Holder’s Registrable Shares under any such Demand Registration pursuant to this Section 2(e). The REIT shall (i) as promptly as practicable but in no event later than five days after the receipt of a Demand Notice, give written notice thereof to all of the Holders (other than the Holders initiating such Demand Registration), which notice shall specify the number of Registrable Shares subject to the Demand Notice, the names and notice information of the Holders initiating such Demand Registration, Shelf the intended method of disposition of such Registrable Shares and any other information that at the time would be appropriate to include in such notice and (ii) subject to Section 2(f), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Shares requested by such Holders for inclusion in such Registration Statement from whom the REIT has received a written request for inclusion therein within ten days of the receipt by such Holders of such written notice referred to in clause (i) above. Each such request by such Holders shall specify the number of Registrable Shares proposed to be registered and such Holder shall send a copy of such request to the Holders initiating such Demand Registration. The failure of any Holder to respond within such ten (10) day period referred to in clause (ii) above shall be deemed to be a waiver of such Holder’s rights under this Section 2(e) with respect to such Demand Registration. Any Holder may waive its rights under this Section 2(e) prior to the expiration of such ten day period by giving written notice to the REIT, with a copy to the Holders initiating such Demand Registration. If a Holder sends the REIT a written request for inclusion of part or Shelf Takedown all of such Holder’s Registrable Shares in a registration, such Holder shall not be entitled to withdraw or revoke such request andwithout the prior written consent of the REIT in its sole discretion unless, if as a result of facts or circumstances arising after the date on which such request for a Demand Registration is withdrawnwas made relating to the REIT or to market conditions, such Demand Registration Holder reasonably determines that participation in such registration would have a material adverse effect on such Holder. (f) Unless otherwise contractually required to do so, the REIT shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and include any Holders securities that are not Registrable Shares in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf any Registration or Shelf Takedown or suspend the use of a prospectus Statement filed pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities 2 without the prior written consent of the Holders of a majority of the Registrable Securities included in Shares outstanding, such Demand Registration consent not to be unreasonably withheld or Shelf Takedowndelayed. If the offering is a Demand Registration or Shelf Takedown involves an firm commitment underwritten offering and the managing underwriter or underwriters participating in such offering advise the REIT that the total amount of the securities requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, offering exceeds the number of Shares amount which can be sold in such underwritten offering and/or (the number “Holder Target Amount”) without materially delaying or jeopardizing the success of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the offering (including the price per share of the Shares proposed securities to be sold sold), then the number of Registrable Shares to be included in such underwritten offeringthe offering described in this Section 2(f) may be reduced to the extent required to ensure the aggregate size of the offering does not exceed the Holder Target Amount, based on the Company following priorities: the REIT shall include in such Demand Registration or Shelf Takedown (i) registration first, the Registrable Securities that Shares of the Holders propose to sell, and (ii) second, the Shares proposed requested to be included therein By: any other Persons (including Shares whether pursuant to Section 2(a) or 2(e)), and second (to the extent the amount of such securities to be sold for the account of the Company and/or by such other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that is less than all of the Registrable Securities proposed Holder Target Amount), the Common Shares requested to be sold can be included in such offeringregistration by one or more such Persons, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof such Persons on the basis of the number of Registrable Securities proposed to be sold By: Common Shares owned by each such Holder Person. Notwithstanding the above, the REIT (i) shall not grant, or permit any Person to exercise, registration rights in such respect of a Demand Registration initiated by one or Shelf Takedownmore Holders if such Holder or Holders advise the REIT when they request the Demand Registration that (x) the distribution that is the subject of the Demand Registration will be a continuous offering and (y) the distribution will be effected through one or more broker-dealers that is an Affiliate of the Advisor Parent and (ii) represents and warrants that no Person has any such right of the type described in clause (i) as of the date hereof.

Demand Registration. (a) At any Any time beginning on after the date falling six months following earlier of (i) December 31, 2018 and (ii) 180 days after a Qualified IPO, an Initial U.S. Offering, Investor Majority may notify the Holders of at least ten percent (10%) Company in writing that they intend to offer or more in the aggregate of Registrable Securities shall have the right cause to request registration under the Securities Act of be offered for public sale all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registrationmanner specified in such request. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders Investors holding Registrable Securities who shall then have 10 Business Days from the date such notice is given thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall will use its reasonable best efforts to cause expeditiously file a Form S-1 covering all Registrable Securities whose holders request participation in such Registration Statement registration under the Securities Act, but only to be declared effective By: the Commission as soon as practicable thereafter. The extent provided for in this Agreement; provided, however, that the Company shall not be required to effect or pay for registration pursuant to a Demand Registration request under this Section 2 more than once two (2) times. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in any twelve (12) month period for which the Holders holders of Registrable Securities shall have been entitled to join pursuant to Section 4 and in which there shall have been effectively registered all Registrable Securities as a group; provided, that a Registration Statement to which registration shall have been requested. A registration will not count as a Demand Registration requested registration under this Section 2(a) unless and until it the registration statement relating to such registration has become been declared effective and by the Holders included Commission at the request of the initiating shareholders; provided, however, that the holders that participate in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice and hold at least sixty percent (60%) of Registrable Securities (the “Withdrawing Holders”) may request, in any twelve (12writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) month period but has not yet been declared effective, and the Withdrawing Holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or (ii) to file another registration statement, in accordance with the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as procedures set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change herein and without reduction in the business, prospects, results number of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registrationdemand registrations permitted under this Section 2(a). (b) At If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, that the shares to be excluded shall be determined in the following order of priority: (i) persons not having any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the contractual or other right to request that include such securities in the registration statement, (ii) securities held by any other Persons (other than the holders of Registrable Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement, (iii) securities to be registered by the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule theretosuch registration statement, (a "Shelf Registration Statement"iv) to register all or any portion of their Registrable Securities of holders who did not make the original request for an offering on a delayed or continuous basis registration and (v) Registrable Securities of holders who requested such registration pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"Section 2(a). Each request for If there is a Shelf Registration shall specify reduction of the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and clauses (iiiiv) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof(v), no Holder's Registrable Securities such reduction shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to made on a pro rata basis (based upon the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the aggregate number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of held by such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that,holders). (ic) the Company shall not be required With respect to effect more than a total of three (3) registrations request for registration pursuant to this Section 2(b); (ii2(a) if the intended method of distribution which is for an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting managing underwriter shall be conducted on a "firm commitment" basis, and chosen by the holders of two-thirds (iii2/3) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, interest of the Registrable Securities to be registered sold in connection with such offering shall (which approval will not be mutually selected By: the Holders owning at least a majority unreasonably withheld or delayed). The Company may not cause any other registration of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred twenty (120) days following the effective date of any other offering not effected registration required pursuant to this Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion2. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on If the date falling six months following an Initial U.S. OfferingCompany has exercised the 2010 Consideration Substitute Right pursuant to Clause 7.1.2 of the Option Agreement, the Holders of at least ten percent Company shall, in accordance with Article IV below and subject to Section 2.8 below, either (10%i) or more in the aggregate of Registrable Securities shall have the right to request file a registration statement under the Securities Act of all or any portion of their Registrable with the Commission to register under the Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the Act that number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, that the Company shall promptly determines represents the maximum number of Registrable Securities that will be issued as the Stock Settlement Amount, or (but in no event later than 10 Business Days following receipt thereofii) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement prospectus supplement (the “Prospectus Supplement”) to an existing shelf registration statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request S-3 which is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes currently effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on “Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement"S-3”) to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the such number of Registrable Securities requested Securities, but, in each case, only to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities extent that the Holders Shareholders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given complied with their obligations under Sections 2.6 and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company 6.1 below (a "Shelf Takedown Notice") stating that the Holder intends “Registration”). Subject to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf TakedownSection 2.8 below, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered for resale by the Shareholders under the Securities Act on the Required Registration Date. For purposes of this Agreement, the “Required Registration Date” means (x) June 1, 2010, in the event that the Shareholders do not advise the Company that they intend to distribute the Registrable Securities by means of an underwriting in accordance with Section 2.3, (y) June 8, 2010, in the event that the Shareholders advise the Company that they intend to distribute the Registrable Securities by means of an underwriting in accordance with Section 2.3 and (z) in the case of the issuance of Deferred Shares, the dates that are (A) the 16th day after the issuance of such Deferred Shares, in the event that the Shareholders do not advise the Company that they intend to distribute such Registrable Securities by means of an underwriting in accordance with Section 2.3 and (B) the 23rd day after the issuance of such Deferred Shares, in the event that the Shareholders advise the Company that they intend to distribute such Registrable Securities by means of an underwriting in accordance with Section 2.3; provided however, that such Required Registration Date shall be extended by one day for each day the Shareholders have not complied with their obligations under Sections 2.6 and 6.1 below and provided further that if the Shareholders have advised the Company that they intend to distribute Registrable Securities by means of an underwriting, and if the Registrable Securities have not been registered in connection with such offering therewith under the Securites Act prior to 7:00 a.m. (NY time) on June 8, 2009 (or the 23rd day after the issuance of the Deferred Shares, as the case may be) for any reason whatsoever, then notwithstanding any provision of this Agreement which requires CEDC to take action or assist or cooperate in respect of an underwritten offering, CEDC shall be mutually selected By: entitled to file the Holders owning at least Registration Statement or Prospectus Supplement contemplated by the first sentence of this Section 2.1 as if such request for an underwritten offering had not been made. It is understood and agreed that the sole remedy of the Shareholders with respect to a majority of failure to file or cause the Registrable Securities to be registered By: under the Company. In Securities Act on or prior to the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering Required Registration Date is set forth in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent Clause 7.2 of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownOption Agreement.

Demand Registration. (a) At any time beginning on after the date falling six months following of the this Agreement (or such later date as is required by the terms of an Initial U.S. Offeringapplicable lock-up agreement entered into with the underwriters in connection with the IPO, provided that such later date shall not exceed 180 days after the Holders date of at least ten percent pricing of the IPO, or 60 days after the date of pricing of any other public offering), if SBG makes a Demand (10%as hereinafter defined) or more in (a “Requesting Shareholder”), it shall be entitled to make a written request of the aggregate of Registrable Securities shall have the right to request Company (a “Demand”) for registration under the Securities Act of all or any portion number of their Registrable Securities pursuant to (a Registration Statement on Form F-1 or any other appropriate form (each, a "“Demand Registration"). Each request ”) and thereupon the Company will, subject to the terms of this Agreement, use its best efforts to effect the registration as promptly as practicable under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Requesting Shareholder for a disposition in accordance with the intended method of disposition stated in such Demand, which may be an Underwritten Offering, and to keep the registration continuously effective until the date on which all Registrable Securities subject to the Demand Registration have been sold in accordance with the plan and method of distribution disclosed in the prospectus included in the related registration statement. (b) The Demand shall specify specify: (i) the aggregate number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included registered in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all intended method of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant disposition in connection with such Demand Registration, to the Shelf Registration Statement extent then known and (iii) the day after the date on which all identity of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities Requesting Shareholder. (c) SBG shall be included in entitled to any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown NoticeDemand Registrations, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) provided that the Company shall not be required to effect such registrations more than a total of three (3) registrations pursuant to this Section 2(b); times in any twelve (ii12) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedownmonth period. (cd) The Demand Registrations shall be on SEC registration forms of either Form F-1 or Form F-3 (if available) (or any successor forms thereto). (e) The Company may, shall be entitled to postpone (upon written notice to the Holders Requesting Shareholder) the filing or the effectiveness of Registrable Securities, postpone a registration statement for any Demand Registration or suspend the use of such registration statement for a reasonable period of time not to exceed sixty (60) days in succession (but no more than twice in any period of twelve (12) consecutive months) if the Board determines in good faith (including such determination by all directors of the Board who qualify as Independent) and in its reasonable judgment based on advice of external counsel that the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of registration statement relating to such Demand Registration, Shelf Registration or Shelf Takedown or would cause the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material material, non-public information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render . In the event of a postponement by the Company unable to comply with requirements under of the Securities Act filing or Exchange Act; provided, that in such event the Holders effectiveness of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request registration statement for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant Requesting Shareholder shall have the right to this Section 2(c): (i) more than twice withdraw such Demand in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive monthsaccordance with paragraph 2.4. (df) If The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the Holders initially requesting written consent of the Requesting Shareholder. If, in connection with a Demand Registration or Shelf Takedown elect to distribute involving an Underwritten Offering, the Registrable Securities covered By: their request lead managing underwriter reasonably advises the Company, in an underwritten offeringwriting, they shall so advise that, in its reasonable opinion, the inclusion of all of the securities, including securities of the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offeringthat are not Registrable Securities, if any, of the Registrable Securities sought to be registered in connection with such offering shall be mutually selected By: Demand Registration would adversely affect the Holders owning at least a majority marketability of the Registrable Securities sought to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected sold pursuant to Section 2(a) or Section 2(b) hereofthereto, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, then the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any such registration statement only such securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises as the Company is advised by such underwriter can be sold without such adverse effect as follows and Holders in writing thatthe following order of priority: (i) first, in its reasonable and good faith opinion, up to the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed requested to be included in such Demand Registration or Shelf Takedown would adversely affect by the price per share Requesting Shareholder, which, in the reasonable opinion of the Shares proposed to underwriter can be sold in such underwritten without adversely affecting the marketability of the offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and ; (ii) second, securities the Shares proposed Company proposes to be included therein By: any sell; and (iii) third, all other Persons (including Shares to be sold for the account securities of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed duly requested to be sold can be included in such offeringregistration statement, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed such other securities requested to be sold By: each included or such Holder in other method determined by the Company. (g) Any investment bank(s) that will serve as an underwriter with respect to such Demand Registration or Shelf Takedownor, if such Demand Registration is not an Underwritten Offering, any investment bank(s) engaged in connection therewith, shall be selected by the Requesting Shareholder.

Demand Registration. (a) At If at any time beginning on after the date falling six months following an Initial U.S. Offeringhereof, the Holders Company shall receive a written request from the Stockholder that the Company file a registration statement under the Act covering the registration of at least ten twenty five percent (1025%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000), then the Company shall: (i) effect as soon as practicable, and in any event within 90 days after receipt of such request, the registration under the Act of all Registrable Securities which the Stockholder request to be registered. (b) If the Stockholder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to subsection 1.2(a). The underwriter or underwriters will be selected by the Stockholder and shall be reasonably acceptable to the Company. The Stockholder (together with the Company as provided in subsection 1.4(e)) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) if more than one registration has been effected pursuant to this Section 1.2 in any preceding twelve (12) month period and such registration has been declared or ordered effective, or more than two such registrations have been declared or ordered effective overall; (ii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) If the aggregate Stockholder proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.10 below; or (iv) if the Company shall furnish to the Stockholder a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request registration under of the Securities Act of all or any portion of their Registrable Securities Stockholder; provided that such right to delay a request, whether pursuant to a Registration Statement on Form F-1 this Section 1.2 or any other appropriate form (eachSection 1.10, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, exercised by the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registrationperiod. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At Wedbush ▇▇▇▇▇▇ Securities Inc. or holders of a majority of the shares of Common Stock issuable upon exercise of this Warrant shall have the right, at any time beginning but not earlier than the Commencement Date or later than the Expiration Date, to make a written request of the Company to register under the Regulations of the SEC all shares of Common Stock to be purchased by the holders of the Warrants pursuant to the terms and conditions of such Warrants (the "Registrable Stock"). The Registrable Stock specified in such request or a request pursuant to Section 4(d) hereof is referred to herein as the "Subject Stock." Promptly upon receipt of such request the Company shall file with the SEC a registration statement on the date falling six months following an Initial U.S. Offeringapplicable form for the registration of the subject stock ("registration statement") and use its commercially reasonable efforts to cause such registration statement to become effective (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Regulations) as soon as reasonably practicable to permit or facilitate the sale and distribution of the Subject Stock. Promptly upon receipt of a request for registration pursuant to this Section 4(a), the Holders Company shall notify each of at least ten percent the holders of the Warrants of such request. The Company is obligated to effect only one (10%1) or more such registration pursuant to this Section 4(a). Notwithstanding the provisions of this Section 4(a), if the Company shall furnish to the Warrantholders a certificate signed by the Chief Financial Officer of the Company stating that in the aggregate good faith judgment of Registrable Securities the Board of Directors of the Company it would be seriously detrimental to the Company and its shareholders for such a registration statement to be filed (including for reasons that the filing of such registration statement would adversely affect a financing, acquisition or disposition of assets, distribution rights or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company) and it is therefore essential to defer a filing of such registration statement, the Company shall have the right to request registration under the Securities Act of all defer or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request suspend such filing for a Demand Registration shall specify the number period of Registrable Securities requested to be included in the Demand Registration. Upon not more than sixty (60) consecutive days after receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice request of such request to all other Holders who shall then have 10 Business Days from Wedbush ▇▇▇▇▇▇ Securities Inc. or the date such notice is given to notify the Company in writing holders of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all majority of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a groupshares of Common Stock issuable upon exercise of this Warrant; provided, however, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, aggregate number of days that the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in Company may defer or suspend a registration effected statement pursuant to this Section 2(adeferment right may not exceed ninety (90) twice days in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare fiscal year; and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offeringfurther, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable that Wedbush ▇▇▇▇▇▇ Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown Inc. or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders holders of a majority of the Registrable Securities initiating shares issuable upon exercise of this Warrant, whomever made such Demand Registrationwritten request to effect such registration, Shelf Registration or Shelf Takedown shall be entitled to may, at any time in writing, withdraw such request and, if for such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of registration and therefore preserve the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders right provided in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters4(a) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration Wedbush ▇▇▇▇▇▇ Securities Inc. or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders holders of a majority of the Registrable Securities included in shares issuable upon exercise of this Warrant to request such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sellregistration, and (ii) second, restore the Shares proposed Company's right to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedowndefer a future request.

Demand Registration. (a) At Subject to the conditions of this Section 2.1, if at any time beginning after March 14, 2012 the Company shall receive a written request from a Holder or group of Holders that the Company register under the Securities Act Shares with an aggregate value (based on the date falling six months following an Initial U.S. Offering, the Holders SC Trading Average) of at least ten percent $1.0 million as of the date of such request (10%a “Demanding Holder”) or more in then the aggregate Company shall, subject to the limitations of Registrable Securities shall have this Section 2.1, effect, as promptly as reasonably practicable, the right to request registration under the Securities Act of all or Registrable Securities that the Holder requests to be registered. Any such requested registration shall hereinafter be referred to as a “Demand Registration” and any portion such registration statement filed with the SEC shall be referred to as a “Demand Registration Statement.” (b) If a demanding Holder so elects, an offering of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registrationform of an underwritten offering. Upon receipt of any Such demanding Holder shall have the right to select the managing underwriter or underwriters to administer the offering; provided such request, managing underwriter or underwriters shall be reasonably acceptable to the Company shall promptly Company. (but in no event later than 10 Business Days following receipt thereofc) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 registration pursuant to this Section 2.1: (i) after the Company has effected five (5) registrations pursuant to this Section 2.1, and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 2.4(a) of this Agreement; (ii) with respect to a registration of Registrable Securities during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ending on a date ninety (90) days after the closing date of, a Company-initiated registered offering of equity securities or securities convertible into or exchangeable for equity securities; provided that the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering; (iii) during any Scheduled Black-out Period; (iv) if the Company has notified the Holder that in the good faith judgment of the Company, it would be materially detrimental to the Company or its securityholders for such registration to be effected at such time or (v) if the filing or initial effectiveness of a Demand Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, in which events described above in clauses (ii), (iv) and (v), the Company shall have the right to defer such filing for a period of not more than once ninety (90) days after receipt of the request of the Holder; provided that such right to delay a request shall be exercised by the Company for not more than two periods in any twelve (12) month period for and not more than ninety (90) days in the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice aggregate in any twelve (12) month period period. (d) Promptly upon receipt of any request for a Demand Registration pursuant to Section 2.1(a) (but in no event more than five Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such registration request to all other Holders of Registrable Securities, and the Company shall include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after the date that the Demand Notice has been delivered. All requests made pursuant to this Section 2.1(d) shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. (e) If the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a Demand Registration advise the Board of Directors of the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration shall be: (i) first, up to 100% of the Registrable Securities that the demanding Holder proposes (or Holders propose) to include in the Demand Registration; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner); and (iii) third, and only if all the securities referred to in clause (ii) have been included, the number of securities that the Company proposes to include in such registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. (g) Any registration pursuant to this Section 2.1 may be required by the demanding Holders to be effected by means of a shelf registration statement filed with the SEC if the Company qualifies to file using either (i) Form F-3 or S-3 or (ii) any successor form or other appropriate form under the Demand Securities Act (a “Shelf Registration is withdrawn at the request Statement”) relating to any or all of the requesting Holders after Registrable Securities in accordance with the time such Demand Registration becomes effective (except as methods and distribution set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Shelf Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to and Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationAct. The Company shall use its commercially reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such any Shelf Registration Statement to be declared effective By: remain effective, including by filing extensions of the Commission as soon as practicable thereafterShelf Registration Statement, until the termination of the period contemplated in Section 2.6. The Company agrees to shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the earliest to occur earlier of (i) the third anniversary date as of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated another registration statement filed under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly Act (but in no event later than 3 days following receipt thereofprior to the applicable period referred to in Section 4(3) deliver of the Securities Act and Rule 174 thereunder) and (ii) until the termination of the period contemplated in Section 2.6. (h) If the continued use of such Shelf Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, the Company may, upon giving at least ten days’ prior written notice of such Shelf Takedown Notice action to the Holders, suspend all other Holders who shall then have 3 days from the date such notice is given Holders’ ability to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice Registration Statement (but in any event within 10 days) and, if such a “Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafterSuspension”); provided, that, (i) provided that the Company shall not be required permitted to effect exercise a Shelf Suspension for more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included two periods in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would twelve (i12) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall month period and not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice ninety (90) days in the aggregate in any period of 12 consecutive months, twelve (ii12) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Companymonth period. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereofa Shelf Suspension, including any offering pursuant to which the Holders shall have piggyback rights pursuant agree to Section 3 hereofsuspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) notice referred to above. The Company shall immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the prospectus, if necessary, so it does not include in contain any Demand Registration material untrue statement or Shelf Takedown any securities which are not Registrable Securities without omission and furnish to the prior written consent Holders such numbers of copies of the Holders of a majority of the Registrable Securities included in such Demand Registration prospectus as so amended or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that supplemented as the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedownreasonably request.

Demand Registration. (a) At If, at any time beginning on more than one (1) year after the date falling six months following an Initial U.S. Offeringof this Agreement, Company receives written notice from Investor requesting that Company file a registration statement under the Holders Act covering the registration of at least ten fifty percent (1050%) of the Shares then owned by Investor, Company will use its best efforts to effect the registration under the Act of all Shares which investor requests to be registered, to the extent necessary to permit the legally permissible sale or more other disposition by Investor to be so registered. (b) If Investor intends to distribute the Shares covered by its request by means of an underwriting, it will so advise Company as a part of the request made pursuant to this Section 2. The underwriter selected by Investor shall be reasonably acceptable to Company. In such event, the right of Investor to include its Shares in the aggregate registration shall be conditioned upon Investor's participation in such underwriting and the inclusion of Registrable Securities shall the Shares in the underwriting. Company will enter into (together with Investor and the other shareholders distributing their securities through the underwriting) an underwriting agreement with the underwriter or underwriters selected by Investor for the underwriting, provided that the underwriting agreement is in customary form and is reasonably acceptable to Company. (c) Notwithstanding the foregoing, if Company furnishes to Investor a certificate signed by the President of Company stating that in the good faith judgment of the Board of Directors of Company, it would be detrimental to Company and its shareholders for the registration statement to be filed and it is therefore essential to defer the filing of the registration statement, Company will have the right to request registration under defer the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request filing for a Demand Registration shall specify the number period of Registrable Securities requested to be included in the Demand Registration. Upon not more than ninety (90) days after receipt of any such requestthe request of investor; provided, the however, that Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company shall may not be required to effect a Demand Registration utilize this right more than once in any twelve twelve-month period. (12d) month period for the Holders as a group; providedCompany will not be obligated to prepare, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able file or to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested take any action to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a effect any registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that,2: (i) Within one year from the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b)date hereof; (ii) if the intended method of distribution is an underwritten public offering, the After Company shall not be required to effect has effected a Shelf Takedown prior registration pursuant to this Section 2(b) unless Agreement and such underwriting shall be conducted on a "firm commitment" basis, andregistration has been declared or ordered effective; or (iii) During the Company shall not be required period starting with the date ninety (90) days prior to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) Company's good faith estimate of the Registrable Securities outstanding at date of filing of, and ending on a date one hundred eighty (180) days after the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registrationeffective date of, a Shelf Registration Statement registration subject to Sections 1 or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any 2 hereof; provided that Company is using reasonable efforts to cause such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable registration statement to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive monthsbecome effective. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning following the closing of the IPO14 [and until the anniversary thereafter], the Initiating Holders may request in writing that all or part of the Registrable Shares shall be registered for trading on the date falling six months following an Initial U.S. Offering, securities exchange on which the Holders of at least ten percent Company's stock is traded. Within twenty (10%20) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon days after receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request to all the other Holders and shall include in such registration all Registrable Shares held by all such Holders who shall then have 10 Business Days from the date wish to participate in such notice is given to notify demand registration and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. Thereupon, the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration for trading on the securities exchange specified in the request for registration; provided, however, that the Company shall not be required to effect any registration under this Section 2.3 within a period of one hundred and eighty (180) days following the effective date of a previous registration. Notwithstanding any other provision of this Section 3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of their desire the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Shares required by the Holders to be included in the registration); provided, however, that in any event all Registrable Shares must be included in such registrationregistration prior to any other shares of the Company. The Company shall prepare and file with not register securities for sale for its own account in any registration requested pursuant to this Section 2.3 unless permitted to do so by the Commission a Registration Statement on Form F-1 or any other appropriate form covering all written consent of Holders who hold at least seventy-five percent 75%) of the Registrable Securities that Shares as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than (i) a registration effected solely to implement an employee, director and consultant benefit plan, (ii) a registration on Form S-4 or a foreign equivalent thereof, or (iii) a registration relating solely to a Rule 145 transaction) to be initiated after a registration requested pursuant to Section 2.3 and to become effective less than one hundred twenty (120) days after the Holders thereof have effective date of any registration requested pursuant to Section 2.3. [The Company shall not be required to effect more than two (2) registrations under this Section 2.3.] The aggregate net proceeds from the sale of any such Registrable Shares may not be less than [ Unites States dollars (US$ ,)] (net of any underwriters' discounts, commissions or expenses). Such registration will count for this purpose only if (i) all Registrable Shares requested to be included in registered are registered and (ii) such Demand Registration registration is closed, or withdrawn at the request of the Initiating Holders (other than as soon as practicable after a result of a material adverse change to the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: the Commission as soon as practicable thereafterCompany). The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then 2.3 if the Company shall be deemed furnish to have effected Holders requesting a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.Section

Demand Registration. (a) At Upon receipt by the Company at any time beginning following the second anniversary of the Closing Date of a written request from the Consultant for registration of the resale of any Registrable Shares (as defined herein), the Company shall use its commercially reasonable efforts to cause a registration statement to be filed under the Securities Act, and any other applicable Laws, within 60 days after the receipt of such request. The Company shall use all commercially reasonable efforts to cause any such registration statement to become effective and to maintain the effectiveness of such registration statement until (x) the date all Registrable Shares have been sold pursuant thereto or (y) 180 days after the effective date of such registration statement. The term "registration statement" means a registration statement filed under the Securities Act, or any similar disclosure document, filing, or listing particulars utilized in connection with a Public Equity Offering. "Registrable Shares" means shares of Stock owned by Consultant and his Affiliates on the date falling six months following an Initial U.S. Offeringof this Agreement and all other shares of Stock acquired from time to time by the Consultant or his Affiliates and any securities issued or issuable with respect to any such shares of Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, share exchange, merger, consolidation, reorganization, Business Combination, or otherwise. As to any particular Registrable Shares, such securities shall cease to be Registrable Shares when (i) a registration statement with respect to the Holders sale of at least ten percent (10%) or more in the aggregate of Registrable Securities such securities shall have the right to request registration become effective under the Securities Act (or under the applicable Laws of all or any portion the relevant jurisdiction) and such securities shall have been disposed of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify in accordance with the number plan of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included distribution set forth in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; providedregistration statement, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request such securities shall have been distributed in accordance with Rule 144 of the requesting Holders after the time Securities Act, or (iii) such Demand Registration becomes effective (except as set forth securities shall have been otherwise transferred, new certificates therefor not bearing a legend restricting further transfer shall have been delivered in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then exchange therefor by the Company and subsequent disposition of such shares shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 not require registration or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 qualification under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedownapplicable Law. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At If at any time beginning on prior to the fifth anniversary of the date falling six months following an Initial U.S. Offeringof this Agreement the Company shall receive from a Purchaser a written request (a "Demand Request") that the Company register on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor form of registration under the Holders Securities Act, or, if available, on Form S-3 or any successor form of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all (or if such form is not available, any portion of their registration statement form then available to the Company) Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (eachSecurities, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, then the Company shall (a) promptly given written notice to the other Purchaser of the Demand request and (b) prepare and file with the Commission as soon as practicable, but in no event later than 10 Business Days following forty-five (45) days after receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; providedRequest, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, statement (a "Shelf Demand Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in effect such registration. The Company shall use its reasonable best efforts to prepare cause the Registrable Securities specified in such Demand Request, together with all of such portion of the Registrable Securities of the other Purchaser joining in such request as are specified in a written request within 10 days after receipt of such written notice from the Company, (collectively, the "Demand Registrable Securities") to become or be declared effective as soon as practicable. The Company shall provide copies of all correspondence to, and file with from, the Commission a Shelf Registration Statement covering within twenty-four (24) hours after receipt, or delivery, as the case may be, of any such correspondence. Each such Demand Request shall: (a) include an initial request to register Registrable Securities having an aggregate offering value of not less than the lesser of all of the Registrable Securities that then owned by the Holders have requested to be included in such Shelf Registration as soon as practicable Purchaser or $5 million (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the or Registrable Securities covered By: having an aggregate offering value of not less than $5 million when combined with a concurrent Demand Request from the Shelf Registration Statement have been sold pursuant to other Purchaser); (b) specify the Shelf Registration Statement and (iii) the day after the date on which all number of the Demand Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities intended to be offered and sold as contemplated By: by the Purchaser pursuant thereto; (c) express the present intention of the Purchaser to offer or cause the offering of such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Demand Registrable Securities pursuant to be offered and sold under such Demand Registration Statement, (d) describe the Shelf Takedown. Upon receipt nature or method of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice distribution of such Shelf Takedown Notice Demand Registrable Securities pursuant to all other Holders who shall then have 3 days from such Demand Registration Statement (including, in particular, whether the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act Purchaser plans to effect such Shelf Takedowndistribution by means of an underwritten offering); (e) identify the proposed Demand Managing Underwriter, if any; and (f) contain the undertaking of the Purchaser to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Company shall use its reasonable best efforts to prepare Exchange Act and file with the rules and Regulations of the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in thereunder, and to obtain any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) desired acceleration of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing effective date of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive monthsStatement. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (ai) At any time beginning Subject to the conditions of this Section 6.1(a), if the Company shall receive a written request from the Investors on the date falling six months following an Initial U.S. Offering, the Holders of at least ten percent (10%) one or more in occasions that the aggregate Company file a registration statement under the Securities Act, on Form S-1 (“Long-Form Registration”), Form S-3 (“Short-Form Registration”), or any successor form thereto, covering the registration of Registrable Securities shall have the right to request Shares, then the Company shall, as expeditiously as reasonably possible, effect the registration under the Securities Act of all or any portion of their Registrable Securities (as defined below) that the Investors have requested to be registered, provided that for any registration pursuant to this Section 6.1(a), the aggregate market value of the Registrable Securities to be registered (or included in a Registration Statement takedown from a Resale Shelf involving an underwritten offering or a block trade) must be at least $20 million as of the date of the request for such registration or takedown (or at least $10 million as of the date of such request in the event that the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) constitute all Registrable Securities as of the date of such request). At any time when the Company is eligible to file a registration statement on Form F-1 S-3 for a secondary offering of equity securities pursuant to Rule 415 under the Securities Act (a “Resale Shelf”), any registration statement requested pursuant to this Section 6 shall be made as a Resale Shelf. In such event, unless a shorter period is requested by the Investors, the Company shall maintain such Resale Shelf until the earliest of (i) the date on which the Investors cease to hold Registrable Securities covered by such Resale Shelf, (ii) the third anniversary of the date of filing such registration statement and (ii) the date as of which there are no longer any Registrable Securities covered by such Resale Shelf. Following the effectiveness of a Resale Shelf, any resale of Shares pursuant to this Section 6 shall be in the form of a “takedown” from such Resale Shelf rather than a separate registration statement. Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the submission of a request for registration and shall not disclose or any use the information contained in such request without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other appropriate form than as a result of disclosure by the Investor in breach of the terms of this Agreement. (eachii) If the Investors intend to distribute the Registrable Securities covered by its request by means of an underwriting, a "Demand Registration"the Investors shall so advise the Company as part of its request made pursuant to this Section 6.1(a). Each request In such case, each of the Company and the Investors shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investors participating in the offering (which underwriter or underwriters shall be reasonably acceptable to the Company). If the underwriter advises the Company that marketing, pricing or other similar factors require a Demand Registration shall specify limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise the Investors, and the number of shares that may be included in the underwriting shall be reduced accordingly pro rata among the respective holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced below 25% of the Registrable Securities requested to be included in the Demand Registration. Upon receipt such registration unless all other securities of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days are first entirely excluded from the date such notice is given underwriting. (iii) The Investors shall be entitled to notify only up to two (2) Long-Form Registrations (provided that the Investors shall only be entitled to request the second Long-Form Registration at a time when the Company in writing is not eligible to file a registration statement on Form S-3 for a secondary offering of their desire equity securities) and up to five (5) Short-Form Registrations (including takedowns from a Resale Shelf involving an underwritten offering or a block trade) pursuant to this Section 6.1(a), provided, however, that if the number of shares of Registrable Securities requested by the Investors to be included in either a Short-Form Registration or a Long Form Registration is reduced by more than 20% below that number requested by the Investors pursuant to Section 6.1(a)(ii), such registration. The Company registration shall prepare and file with not count against the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included limits set forth in such Demand Registration as soon as practicable after the initial request is given this Section 6.1(a)(iii). (but in any event no later than 45 days thereafteriv) and shall use its 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 Demand registration, or a takedown from a Resale Shelf (which, solely in the case of clauses (B), (D) and (E) below, involves an underwritten offering or a block trade), pursuant to this Section 6.1(a): (A) prior to the expiration of the Holdback Period; (B) within 90 days after the Company has effected a registration, or a takedown from a Resale Shelf involving an underwritten offering or a block trade, pursuant to this Section 6.1(a) and such registration has been declared or ordered effective or such takedown from a Resale Shelf shall have been completed; (C) if, within five (5) days of receipt of a written request from the Investor pursuant to this Section 6.1(a), the Company acting in good faith gives notice to the Investor of the Company’s intention to file a registration statement within forty-five (45) days, other than pursuant to a Special Registration Statement; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent period, (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (iD) if the Holders are unable Company shall furnish to register allthe Investor a certificate signed by the Chairman of the Board of Directors or the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and sell at least eighty percent (80%) of, the Registrable Securities requested its stockholders for such registration statement to be included effected at such time (including without limitation if such registration statement would materially adversely affect any proposal or plan of the Company or its Subsidiaries to engage in any material acquisition of assets or stock or any merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or its Subsidiaries), in which event the Company shall have the right to defer such filing for a registration effected pursuant period of not more than sixty (60) days after receipt of the request of the Investor; provided such sixty (60 day period may be extended for an additional sixty (60) days with the consent of the Investors requesting the registration, which consent shall not be unreasonably withheld; provided further, that such right to this Section 2(adelay a request shall be exercised by the Company not more than once in any twelve (12) month period; or (E) more than twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registrationperiod. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (cv) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or may suspend the use of a prospectus included that is part of a Resale Shelf for up to sixty (60) days in the circumstances specified in Section 6.1(a)(iv)(D) upon delivering to the Investor the certificate specified in Section 6.1(a)(iv)(D) (a “Suspension Notice”); provided such sixty (60 day period may be extended for an additional sixty (60) days with the consent of the Investor, which consent shall not be unreasonably withheld; provided further, that such suspension right shall be exercised by the Company not more than once in any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable Securities pursuant to such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of registration Statement at any such prospectus would (i) materially interfere with time after it has received a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that Suspension Notice from the Company has a bona fide business purpose for preserving and prior to receipt of an End of Suspension Notice (as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority defined below). The holders may recommence effecting sales of the Registrable Securities initiating pursuant to the Resale Shelf following further written notice to such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one effect (an “End of the permitted Demand Registrations hereunder and Suspension Notice”) from the Company shall pay all registration expenses incurred By: to the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holdersholders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant shall act in good faith to permit any suspension period contemplated by this Section 2(c): (i6.1(a)(v) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not to be more than 90 days in any period of 12 consecutive monthsconcluded as promptly as reasonably practicable. (dvi) If Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part receipt of their request made any notice pursuant to Section 2(a6.1(a)(iv)(D) or Section 2(b) any Suspension Notice and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include disclose or use the information contained in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities such notice without the prior written consent of the Holders Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of a majority disclosure by an Investor in breach of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter terms of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedownthis Agreement.

Demand Registration. (a) At any time beginning on after the date falling which is six months following an Initial U.S. Offeringafter the closing of the initial underwritten public offering of the Common Stock registered under the Securities Act, the Holders of holding at least ten percent (10%) 50% of the Registrable Securities then outstanding propose to dispose of all or more part of such Registrable Securities, then such Holders may request the Company in writing to effect such registration under the aggregate Securities Act, stating the number of shares of Registrable Securities shall to be disposed of and the intended method(s) of disposition of such shares. Holders of Registrable Securities which request registration pursuant to this Section 2(a) are referred to herein as the "Initiating Holders". In connection with any registration under this Section 2 involving an underwriting (an "Underwritten Offering"), the Initiating Holders will have the right to select an investment banker(s) and manager(s) for such Underwritten Offering, which investment banker(s) and manager(s) shall be reasonably satisfactory to the Company. Upon receipt of a request from the Initiating Holders, the Company shall give prompt written notice thereof to all other Holders and shall use commercially reasonable efforts to promptly effect the registration under the Securities Act of all or any portion of their Registrable Securities specified in the requests of the Initiating Holders and the written requests (stating the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares) of all other Holders given within 20 days after receipt of such notice from the Company, all to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities to be registered. (b) Notwithstanding the foregoing, the Company may postpone taking action with respect to a registration requested pursuant to a Registration Statement on Form F-1 or any other appropriate form Section 2(a) (each, a "Demand Registration"). Each request ) for a Demand Registration shall specify reasonable period of time after receipt of the number of Registrable Securities requested to be included request (not exceeding 60 days) if, in the Demand Registration. Upon receipt good faith opinion of any such requestthe Company's Board of Directors, effecting the registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice to make public disclosure of such request to all other Holders who shall then information the public disclosure of which could have 10 Business Days from a material adverse effect upon the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities Company; provided that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 delay such action pursuant to effect a Demand Registration -------- this sentence more than once twice in any twelve (12) month period for period. (c) If the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested managing underwriter(s) of an Underwritten Offering under this Section 2(a2 advises the Company that the number of securities to be sold in such Underwritten Offering, is greater than the number which can be offered without adversely impacting such Underwritten Offering, including, without limitation, the price range or probability of success of such Underwritten Offering, then the Company will include in such Underwritten Offering the number of securities which the managing underwriter(s) unless and until it has become effective and advises the Holders Company may be included in such Demand Registration are able to register allUnderwritten Offering without such adverse impact in the following priority: (i) first, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if registration by the Holders are unable to register all, (including the Initiating Holders) and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request second, other securities of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire proposed to be included in such registration. The Company shall use its reasonable best efforts to prepare and file , allocated among the holders thereof in accordance with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, priorities then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: existing among the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedownother securities.

Demand Registration. (a) At If at any time beginning on from and after the date falling six months following an Initial U.S. Offeringof this Agreement, the Holders Company shall be requested in writing by Holder to effect the registration under the Act of at least ten percent shares of the Company's common stock then owned by Holder (10%) or more in which request shall specify the aggregate number of Registrable Securities shares intended to be offered and sold by Holder, shall have describe the nature or method of the proposed offer and sale thereof and shall contain an undertaking by Holder to cooperate fully with the Company in order to permit the Company to comply with all applicable requirements of the Act and the rules and regulations thereunder and to obtain acceleration of the effective date of the registration statement contemplated thereby), the Company shall effect the registration of such securities on an appropriate form under the Act, provided that (i) Holder may exercise the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in 2 only with respect to those shares that, at the time such request for registration is delivered to the Company, may not be sold to the public pursuant to Rule 144 under the Act or any twelve (12) month period similar or successor rule; (ii) Holder's rights under this Section 2 shall be exercisable only if the Demand Registration is withdrawn shares as to which Holder requests registration have an aggregate value of at least $250,000 based on the request average of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of closing bid price for the Company's common stock as listed on any exchange on which the Company's common stock then may be traded for the thirty (30) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on trading-day period immediately preceding the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such for registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be entitled to postpone the filing of any registration statement otherwise required to effect any Shelf Takedown to be effected prepared and filed by it pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding 2, if at the time of it receives a request for such request are to be included in registration, the Company's underwriter determines that such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus registration and offering would (i) materially interfere with a significant any existing or then presently contemplated financing, acquisition, corporate organization, financing, securities offering reorganization or other similar material transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company promptly gives the Holder written notice of such determination, provided, however, that such postponement shall pay all not extend beyond the time that such material interference continues to exist; and (iv) Holder shall have no right to demand registration expenses incurred By: with respect to any shares within ninety (90) calendar days after the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration effective date of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: registration statement filed by the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At Commencing on August 1, 2019 and from time to time so long as there are any time beginning on Registrable Securities outstanding, if the date falling six months following an Initial U.S. OfferingCompany is not eligible to file a Shelf Registration Statement, if the Company has not caused a Shelf Registration Statement to be declared effective by the Commission in accordance with Section 2.2 or if the Shelf Registration Statement shall cease to be effective, subject to the minimum size limitations in Section 2.3(a), the Holders of at least ten percent (10%Holder(s) or more in the aggregate holding a majority of Registrable Securities shall have then outstanding may collectively make one or more written requests to the right to request Company for registration under the Securities Act of all or any portion part of its or their Registrable Securities pursuant to (a Registration Statement on Form F-1 or any other appropriate form (each, a "“Demand Registration"”). Each The Holders submitting the request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver concurrently provide written notice of such request the proposed registration to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationHolders. The Company shall prepare and file with the Commission Commission, within thirty (30) days after such request for a Registration Statement Demand Registration, a registration statement on Form F-1 or any other an appropriate form covering all of which the Registrable Securities that the Holders thereof have requested Company is then eligible to be included in such use with respect to any Demand Registration (a “Demand Registration Statement”) as soon as practicable after selected by the initial request is given (but in any event no later than 45 days thereafter) Company, and shall use its reasonable best efforts to cause any such Demand Registration Statement to be declared effective By: by the Commission as soon promptly as practicable thereafter. The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such thereof. Any request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, will specify the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number shares of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities offering thereof; provided that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of requesting Holder(s) may change the number of Registrable Securities proposed to be sold By: offered pursuant to any Demand Registration at any time prior to the Demand Registration Statement with respect to the Demand Registration being declared effective by the Commission, in each such Holder case subject to the minimum size limitations in Section 2.3(a). Without the prior written consent of the Holders requesting such Demand Registration or Shelf TakedownRegistration, neither the Company nor any shareholder of the Company (other than the Holders) may include securities in any offering requested under this Section 2.1.

Demand Registration. (a) At If, at any time beginning on after the date falling six months following an Initial U.S. Offeringend of the Applicable Holdback Period, the Holders of at least ten percent (10%) or more in Company shall receive a written request from FP that the aggregate of Registrable Securities shall have Company effect the right to request registration under the Securities Act of all or any a portion of their FP’s Registrable Securities pursuant to Securities, and specifying the intended method of disposition thereof (a Registration Statement on Form F-1 or any other appropriate form (each, a "“Demand Registration"”). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, then the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request requested registration at least 15 days prior to all other Holders who shall then have 10 Business Days from the anticipated filing date of the registration statement relating to such Demand Registration to each Non-Requesting Stockholder. Upon the Company’s giving notice is given to notify of a requested registration, the Company in writing of their desire will use its best efforts to be included in such registration. The Company shall prepare and file with effect, as expeditiously as possible, the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of registration under the Securities Act of: (i) the Registrable Securities that the Company has been so requested to register by FP, then held by FP, and (ii) subject to the restrictions set forth in Section 4.02, all other Registrable Securities of the same class as that requested to be registered by FP which any Non-Requesting Stockholder entitled to request the Company to effect an Incidental Registration pursuant to Section 4.02 (all such Stockholders, together with FP, the “Holders”) have requested the Company to register by written request received by the Company within 15 days after the receipt by such Holders of such written notice given by the Company, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof have as aforesaid) of the Registrable Securities so to be registered, provided that the Company shall not be obligated to effect a Demand Registration unless either (x) the aggregate proceeds expected to be received from the sale of the Common Shares requested to be included in such Demand Registration as soon as practicable after equal or exceed $10,000,000 or, in the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 case of a Demand Registration more than once in any twelve (12) month period for the Holders as a group; providedShortform Registration, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period $5,000,000 or (iiy) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any remaining portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested held by FP would be registered pursuant to be included in the Shelf such Demand Registration. Upon receipt of any such request, In no event will the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a one Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and within any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive monthssix-month period. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning Buyer, on its own behalf and on behalf of the date falling six months following an Initial U.S. Offeringother Holders, the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right may make up to request three written requests for registration under the Securities Act of all or any portion part of their the Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form held by the Holders (each, a "Demand Registration"). Each ; provided that (i) Buyer may not request for a Demand Registration shall specify before the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third first anniversary of the date such Shelf Registration Statement initially is declared effective By: the CommissionClosing Date, (ii) the day no Demand Registration may be requested within 180 days after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably preceding request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a each Demand Registration or Shelf Takedown elect to distribute the must be (x) in respect of Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as with a part fair market value of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority $25,000,000 or (y) in respect of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all remaining Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds have a fair market value of at least $5,000,000. Such request will specify the aggregate number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number shares of Registrable Securities proposed to be sold By: and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such Holder time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a material adverse change in the condition (financial or Shelf Takedownotherwise), business, assets or results of operations of the Corporation and its Subsidiaries taken as a whole that occurs subsequent to the date of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) In the event that the requesting Holders withdraw or do not pursue a request for a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in connection with such request for a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of two times. (c) If the Selling Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. A majority in interest of the Selling Holders shall have the right to select the managing Underwriters and any additional investment bankers and managers to be used in connection with such offering, subject to the Corporation's approval, which approval shall not be unreasonably withheld. (d) The Selling Holders will inform the Corporation of the time and manner of any disposition of Registrable Securities, and agree to reasonably cooperate with the Corporation in effecting the disposition of the Registrable Securities in a manner that does not unreasonably disrupt the public trading market for the Common Stock. (e) The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to Buyer indicating that the Corporation has identified a specific business need and use for the proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be deemed preempted if the Holders are permitted to sell all requested securities in connection with the ensuing primary offering by exercising their piggyback registration rights as set forth in Section 2.02. The Corporation may exercise the right to preempt only twice in any 360-day period; provided, that during any 360-day period there shall be a period of at least 120 consecutive days during which the Selling Holders may effect a Demand Registration. (f) Subject to Section 2.03, the Corporation will be entitled to include in a Demand Registration shares of Common Stock for its own account or for the account of other Persons.

Demand Registration. (a) At any time beginning on If the date falling six months following an Initial U.S. Offering, Company shall be requested in writing by Holder to effect the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a the Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such requestStock, the Company Company, subject to the limitations set forth in subsection 3(b), shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration effect as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice registration under the Act of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire Registration Stock which Holder so requests to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that,registered. (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect Holder intends to distribute the Registrable Securities Registration Stock covered By: their by its request in by means of an underwritten offeringunderwriting, they it shall so advise the Company as a part of their its request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holdersthis subsection 3(a). The managing underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to will be registered in connection with such offering selected by Holder and shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities reasonably acceptable to be registered By: the Company. In the case of any offering or registration initiated By: such event, Holder shall (together with the Company as provided in subsection 4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for its own account such underwriting. (ii) Notwithstanding the foregoing, the Company may include in a registration requested under this subsection 3(a) any additional authorized shares of the Common Stock, whether or any other offering not effected issued, for sale by the Company or for sale by others; provided, however, that such shares shall not be included to the extent that the managing underwriter chosen in accordance with subsection (i) above concludes in good faith that the inclusion of such shares will interfere with the successful marketing of the shares of Registration Stock to be included therein. (iii) Notwithstanding the foregoing, if the Company shall furnish to Holder a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental for such registration statement to be filed or would require the Company to make public disclosure of information the premature disclosure of which would have an adverse effect on the Company, and it is therefore beneficial to the Company to defer the filing of such registration statement (or the intended sale of Registration Stock pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereofa then effective registration statement), the Company shall select have the right to defer taking action with respect to such filing, or require Holder to refrain from selling Registration Stock, as the case may be, for a nationally recognized underwriter period of not more than one hundred twenty (or underwriters120) for such offering in its sole discretiondays. (eb) The Company shall not include in be obligated to effect, or to take any Demand Registration or Shelf Takedown action to effect, any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed registration pursuant to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown this Section 3: (i) first, After the Registrable Securities that Company has effected one registration pursuant to this Section 3 in the Holders propose to sell, previous twelve (12) months and such registration has been declared or ordered effective; or (ii) secondDuring the period beginning on a date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the Shares proposed to be included therein By: any effective date of, a registration of Common Stock or other Persons (including Shares to be sold for the account securities of the Company and/or under the Act in connection with a public offering of such securities (other holders than a registration relating solely to the sale of Shares) allocated among such Persons securities to participants in such manner as they may agree. If the managing underwriter determines that less than all a stock option or other employee benefits plan of the Registrable Securities proposed Company); provided that the Company is actively employing in good faith reasonable efforts to be sold can be included in cause such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed registration statement to be sold By: each such Holder in such Demand Registration or Shelf Takedownbecome effective.

Demand Registration. (a) At If, at any time beginning on commencing six (6) months after the date falling six months following an of consummation of the Initial U.S. Public Offering, the Holders of at least ten percent Company shall receive a written request from Oak Hill (10%the “Requesting Stockholder”) or more in that the aggregate of Registrable Securities shall have Company effect the right to request registration under the Securities Act of all or any portion of their such Requesting Stockholder’s Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (eachSecurities, a "Demand Registration"). Each request for a Demand Registration shall specify and specifying the number intended method of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such requestdisposition thereof, then the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give notice of such requested registration (each such request shall be referred to all other Holders who shall then have 10 herein as a “Demand Registration”) at least fifteen (15) Business Days from prior to the anticipated filing date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested registration statement relating to be included in such Demand Registration as soon as practicable after to the initial request is given (but in any event no later than 45 days thereafter) other Stockholders and thereupon shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: effect, as expeditiously as possible, the Commission as soon as practicable thereafter. The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period registration under the Securities Act of all Registrable Securities for which the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration Requesting Stockholder has requested registration under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration5.01. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare be liable for and file with the Commission a Shelf pay all Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use Expenses in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf each Demand Registration, regardless of whether such Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedowneffected. (c) The Company may, upon written notice A Demand Registration shall not be deemed to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would have occurred: (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving unless the Company; registration statement relating thereto (iiA) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or Exchange Act; provided, that such shorter period in which all Registrable Securities of the Requesting Stockholder included in such event the Holders of a majority of the Registrable Securities initiating registration have actually been sold thereunder), provided that such Demand Registration, Shelf Registration or Shelf Takedown registration statement shall not be entitled to withdraw such request and, if such request for considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is withdrawninterfered with by any stop order, such Demand Registration shall not count as one injunction or other order or requirement of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration SEC or Shelf Takedown other governmental agency or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days court and (iii2) the total duration of any suspension or postponement period may not be more less than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority 75% of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and registration statement have been sold thereunder; or (ii) if the managing underwriter Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(d) such that less than 50% of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed of the Requesting Stockholders sought to be included in such underwritten offeringregistration are included. (d) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, exceeds in its view, the number of Shares which Company Securities that the Requesting Stockholder and the Company propose to include in such registration exceeds the largest number of shares that can be sold in without having an adverse effect on such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect offering, including the price per share of the Shares proposed to at which such shares can be sold in such underwritten offering(the “Maximum Offering Size”), the Company shall include in such Demand Registration or Shelf Takedown registration, in the priority listed below, up to the Maximum Offering Size: (i) first, the all Registrable Securities that requested to be registered by the Holders propose to sellRequesting Stockholders, and and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then registered by the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownCompany.

Demand Registration. (a) At Subject to the restrictions set forth below, if at any time beginning on after the date falling six months following an Initial U.S. Offeringconsummation of the initial Business Combination, the Company shall receive from the Holders of (the "Requesting Holders") owning at least ten twenty-five percent (1025%) or more in of the aggregate then outstanding shares of Registrable Securities as of the date of the request, a written request to register at least fifteen percent (15%) of the aggregate number of Registrable Securities owned by all of the Requesting Holders as of the date of such request, then the Company will give notice of such request to all Holders within ten (10) days of receiving such request and shall have effect as soon thereafter as practicable, and in any event within forty-five (45) days of the right to request registration receipt of such request, the Registration under the Securities Act of all or any portion of their Registrable Securities which any Holder requests to be registered except as provided in Section 2.03 below. The Company shall not be obligated to effect, or to take any action to effect, any such Registration pursuant to this Section 2.01: (a) During the period starting with the date sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a Registration Statement on Form F-1 or any other appropriate form date one hundred eighty (each180) days after the effective date of, a "Demand Company-initiated Registration"). Each ; provided that the Company has delivered notice of such Company-initiated Registration to the Holders prior to its receipt of the Holders' written request for a Demand Registration shall specify the number of Registrable Securities requested and it continues to be included actively employ in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to good faith all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such Registration Statement to become effective; or (b) if the Holders have requested an Underwritten Registration, the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) if in the good faith judgment of the Board, such Registration would be declared effective By: seriously detrimental to the Commission Company and the Board concludes, as soon a result, that it is essential to defer the filing of such Registration Statement at such time, and the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing (except as practicable thereafter. The provided in subparagraph (a) above) for a period of not more than one hundred eighty (180) days after receipt of the request of the Holders; provided, however, that the Company shall not be required to effect a Demand Registration defer its obligation in this manner more than once in any twelve (12) -month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registrationperiod. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed ensure that no such Registration shall become effective with respect to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for subject to an offering on a delayed or continuous basis pursuant to Rule 415 under applicable Lock-up Period and/or Warrant Exercise Restriction until after the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all expiration of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commissionapplicable Lock-up Period and/or Warrant Exercise Restriction, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company case may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities lawsbe. At any time during which a Shelf Registration Statement is effectiveFurthermore, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to Registrations, which may be either Long-Form Registrations or Short-Form Registrations, under this Section 2(b)2.01 on behalf of the Holders; provided, however, that a Registration shall not be counted for such purposes unless such Long-Form Registration has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Long-Form Registration have been sold, in accordance with Section 3.01(a) of this Agreement; and provided, further, however, that the Company will not be obligated to effect any such Short-Form Registration: (a) if Form S-3 is not available for such offering; (iib) if in the intended method good faith judgment of distribution the Board, such Registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is an underwritten public offeringessential to defer the filing of such Registration Statement at such time, and the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing (except as provided in subparagraph (a) above) for a period of not be required to effect a Shelf Takedown pursuant to this Section 2(bmore than one hundred eighty (180) unless such underwriting shall be conducted on a "firm commitment" basisdays after receipt of the request of the Holders; provided, and (iii) however, that the Company shall not be required to effect defer its obligation in this manner more than once in any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown.12-month period; (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or effected one (iii1) render Short-Form Registration within the Company unable six (6) month period prior to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such current request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Short-Form Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months.; or (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with covered by such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing thatstatement do not, in its reasonable and good faith opinionthe aggregate, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedownexceed $500,000.

Demand Registration. (a) At If at any time beginning on the date falling six months following an Initial U.S. Offeringtime, the Initiating Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form registration statement for an shares of Registrable Securities held by such holders and if the anticipated aggregate proceeds of the offering proposed to be made on a delayed so registered, net of underwriting discounts and commissions, would exceed $15,000,000, the Company will: (i) within ten days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or continuous basis pursuant compliance to Rule 415 all other Holders; and (ii) as soon as practicable and in any event within sixty (60) days, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or any successor rule thereto, (a "Shelf Registration Statement"regulations) to register as may be so requested and as would permit or facilitate the sale and distribution of all or any such portion of their such Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included as are specified in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of together with all or such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company; Provided, however, that the Holders have requested Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2.1: (1) Prior to the earlier of (A) April 30, 2013 or (B) the date six (6) months following the effective date of the Company’s first registered public offering of its stock, pursuant to a firm commitment underwritten offering; (2) In any particular jurisdiction in which the Company would be included required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such Shelf Registration jurisdiction and except as soon as practicable may be required by the Securities Act; (but in any event within 30 days3) after During the period starting with the date sixty (60) days prior to the Company’s good faith estimated date of filing of, and ending on the date six (6) months immediately following (90 days immediately following such effective date in the case of a registration statement other than for the Company’s initial public offering) the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan, in which case there shall be no such limitation on the initial request Company’s obligation) subject to Section 2.2 hereof; provided that, in the case of such period prior to the effectiveness of such registration statement, the Company is given and shall use its actively employing in good faith all reasonable best efforts to cause such Shelf Registration Statement registration statement to become effective; (4) After the Company has effected three (3) such registrations pursuant to this Section 2.1(a), and such registrations have been declared or ordered effective and the securities offered thereunder have been sold. (5) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be declared effective By: filed in the Commission as soon as practicable thereafter. The Company agrees near future, then the Company’s obligation to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest register, qualify or comply under this Section 2.1 shall be deferred for a period not to occur of (i) the third anniversary of exceed 90 days from the date such Shelf Registration Statement initially is declared effective By: of receipt of written request from the Commission, Initiating Holders; or (ii6) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto So long as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement Form S-3 for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing registration of shares of its capital stock. Subject to the foregoing clauses (a "Shelf Supplement"1) such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Noticethrough (6), the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from file a registration statement covering the date such notice is given to notify the Company in writing of their desire Registrable Securities so requested to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement registered as soon as practicable after the date on which it received the Shelf Takedown Notice (but and in any event within 10 dayssixty (60) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) days after receipt of the Registrable request or requests of the Initiating Holders. **** Certain information has been omitted and filed separately with the Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice and Exchange Commission. Confidential treatment has been requested with respect to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holdersomitted portions. The Company agrees that it may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the make use of its rights to defer its obligations to file a prospectus registration statement pursuant to this Section 2(c): (iSections 2.1(a)(ii)(3) and 2.3(b)(ii) more than twice once in any 12-month period and may not make use of its rights to defer its obligations to file a registration statement pursuant to Sections 2.1(a)(ii)(5) and 2.3(b)(iii) for more than an aggregate deferral period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months12-month period. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on the date falling six months following an Initial U.S. Offering, the Holders Upon receipt of a written request from a Holder holding at least ten percent (10%) or more in 25% of the aggregate of Registrable Securities shall have at such time (on an as converted basis) requesting that the right to request Company effect a registration (a “Demand Registration”) under the Securities Act of covering all or any portion part of their the Registrable Securities which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 2.04 hereof may elect (by written notice sent to the Company within ten (10) Business Days from the date of such Holder’s receipt of the aforementioned notice from the Company) to have all or part of such Holder’s Registrable Securities included in such registration thereof pursuant to a Registration Statement on Form F-1 or any other appropriate form (eachthis Section 2.01, a "Demand Registration"). Each request for a Demand Registration and such Holder shall specify in such notice the number of Registrable Securities requested that such Holder elects to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included include in such registration. The Thereupon the Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration shall, as soon expeditiously as practicable after the initial request is given (possible, but in any event no later than 45 thirty (30) days thereafter(excluding any days which occur during a permitted Blackout Period under Section 2.05 below) after receipt of a written request for a Demand Registration, file with the SEC and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: effective, a registration statement (a “Demand Registration Statement”) relating to all shares of Registrable Securities which the Commission as soon as practicable thereafter. The Company shall not be has been so requested to register by such Holders (“Participating Demand Holders”) for sale, to the extent required to effect permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered. (b) If the Participating Demand Holders in a Demand Registration more than once relating to a public offering holding a majority in any twelve interest of Registrable Securities (12on an as converted basis) month period for the Holders as a group; provided, that a Registration Statement shall not count as a which such Demand Registration was requested under this request that the offering be underwritten with a managing underwriter selected in the manner set forth in Section 2(a) unless 2.13 below and until it has become effective and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of securities to be included in such offering is greater than the total number of securities which can be sold therein without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number of such Registrable Securities does not exceed the Maximum Number of Securities. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to shall be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request allocated among all of the requesting Participating Demand Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous pro rata basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering based on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in held by each Participating Demand Holder). If the Shelf Registration. Upon receipt amount of any such requestRegistrable Securities does not exceed the Maximum Number of Securities, the Company shall promptly (but may include in no event later than 10 Business Days following receipt thereof) deliver notice such Demand Registration any other securities of such request to all the Company held by other Holders who shall then have 10 Business Days from the date such notice is given to notify security holders of the Company in writing of their desire an amount not to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with exceed the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of difference between (i) the third anniversary Maximum Number of the date such Shelf Registration Statement initially is declared effective By: the Commission, Securities and (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in has been requested to register by the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing Participating Demand Holders, as the Company may reasonably request in writing for use its reasonable discretion determine or be obligated to allow, in connection an amount which together with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Demand Registration Statement in shall not exceed the Maximum Number of Securities. (c) Registrations under this Section 2.01 shall be on such appropriate form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, SEC (i) as shall be selected by the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); and (ii) if as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of distribution is an underwritten public offeringdisposition specified in the applicable Holders’ request for such registration. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder prepare and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): file (i) more than twice two (2) Demand Registration Statements in any 12-month period of 12 consecutive months, or (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without Statement within ninety (90) days following the prior written consent date of the Holders effectiveness of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownStatement.

Demand Registration. (a) At any time beginning on Subject to the date falling six months following an Initial U.S. Offeringconditions of this Section 2.1, if FS receives a written request from JL that FS file a registration statement under the Securities Act covering the registration of all or a part of its Registrable Securities, then FS shall use its commercially reasonable efforts to effect, as soon as practicable, the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant that it has requested to a Registration Statement on Form F-1 or any other appropriate form be registered (each, a "Demand Registration"). Each such request for a Demand Registration shall specify to include the number of Registrable Securities requested sought to be included in and the Demand Registration. Upon receipt intended method or methods of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice distribution of such request Registrable Securities), subject to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company and in writing of their desire to be included in such registration. The Company shall prepare and file accordance with the Commission a Registration Statement on Form F-1 or terms, conditions, procedures, and limitations contained in this Agreement. JL may at any other appropriate form covering all time prior to the effective date of the Registrable Securities that registration statement relating to a requested registration under this Section 2.1 revoke its request by providing written notice to FS, in which case the Holders thereof have requested to Registration Expenses will be included borne in such Demand Registration as soon as practicable after the initial request is given accordance with Section 2.4. (but in any event no later than 45 days thereafterb) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company FS shall not be required to effect a Demand Registration more than once in any twelve registration pursuant to this Section 2.1: (12i) month period for the Holders as a group; after FS has effected one registration pursuant to this Section 2.1, provided, however, that a Registration Statement registration shall not count as a Demand Registration requested under this Section 2(a) having been effected unless and until it has become effective effective, and unless and until JL shall have had the Holders included in such Demand Registration are able opportunity to register all, and sell at least eighty percent (80%) of, the 100% of its Registrable Securities initially requested to be included in such registration. Notwithstanding the foregoingregistered pursuant thereto, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in except that a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of for which has been revoked by JL shall count as having been effected unless the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a revocation is based upon material adverse change in information concerning the business, prospects, results of operations business or financial condition of FS of which JL was not aware at the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each its request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if during the intended method period starting with the date of distribution is an filing of, and ending on the date 90 days following the effective date of, a registration statement pertaining to any underwritten public offering, offering in which JL was given the Company shall not be required opportunity to effect a Shelf Takedown participate pursuant to this Section 2(b) unless 2.2; provided that FS uses commercially reasonable efforts to cause such underwriting shall be conducted on a "firm commitment" basis, andregistration statement to become effective; or (iii) the Company shall during any period when FS is not be required eligible to effect any Shelf Takedown use Form S-3 to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of register the Registrable Securities outstanding at the time of such request are to be included in such Shelf TakedownSecurities. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on during the date falling six months Exercise Period (following an Initial U.S. Offeringthe Company's initial public offering of its securities under the 1933 Act or Regulation A thereunder), a Stockholder or Stockholders holding more than 50 percent of the Holders of at least ten percent (10%) or more Registrable Shares then outstanding may request the Company, in writing, to effect the aggregate registration, under the 1933 Act, of Registrable Securities shall have the right to request registration under the Securities Act of all Shares owned by such Stockholder or any portion of their Registrable Securities Stockholders, pursuant to a public offering to be filed on a Form S-3 Registration Statement on Form F-1 or any (or, if such Registration Statement is not available, such other appropriate form (eachof Registration Statement as may be selected by the Company in its sole discretion), a "Demand Registration")and to be managed by an investment banking firm to be selected by the Company pursuant to Subsection 7.8 hereof. Each Such request for a Demand Registration shall specify indicate the number of Registrable Securities requested Shares proposed to be included in sold by the Demand Registrationrequesting Stockholder or Stockholders and indicate that the requesting Stockholder or Stockholders propose to enter into a "firm commitment" underwriting agreement with such investment banking firm contemplating immediate resale to the public of such Registrable Shares. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request proposed registration to all other Holders who Stockholders. Such Stockholders shall then have 10 Business Days from the date such right, by giving written notice is given to notify the Company in writing of their desire within twenty days after the Company provided its notice, to be elect to have included in such registrationregistration such of their Registrable Shares as such Stockholders may request in such notice of election, subject to the limitations set forth in Subsection 7.2(f) hereof. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration of all Registrable Shares that the Company has been requested to register. (b) The Company shall prepare and file with be required to effect only one registration pursuant to Subsection 7.2(a) hereof. In no event shall the Commission Company be required to effect such registration within three months after the effective date of any other Registration Statement of the Company (except a Registration Statement on Form F-1 S-8 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act S-4 or any successor rule forms thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on following the third anniversary of the Closing (or, if earlier, the termination of the restrictions set forth in Section 6.01(a)(i)) and prior to the later of (x) the tenth anniversary of the Closing and (y) the date falling six months following an Initial U.S. Offeringon which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 10%, the Holders of at least ten percent (10%) or more in Company shall effect the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their the Registrable Securities of the Investor Group in connection with which the Company has received a request (a registration pursuant to any such request, a “Demand Registration”) from the Investor. Any such request shall specify the intended method of disposition thereof, and the Company shall use commercially reasonable efforts to effect, as soon as reasonably practicable thereafter, the registration under the Securities Act of all Registrable Securities for which the Investor has requested registration under this Section 5.01(a) to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the Company shall not be obligated to effect more than one Demand Registration hereunder within any twelve-month period (other than (i) Demand Registrations to be effected pursuant to a Registration Statement on Form F-1 S-3 (or any other appropriate form successor form), which shall not exceed two Demand Registrations within any twelve-month period, or (eachii) Demand Registrations pursuant to the Shelf Registration, a "Demand Registration"). Each request for a Demand Registration shall specify the which an unlimited number of Registrable Securities requested to Demand Registrations shall be included in the Demand Registration. Upon receipt of any such requestpermitted); and provided, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities further, that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 obligated to effect a Demand Registration more than once in any twelve (12) month period for unless the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and aggregate proceeds expected to be received from the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, sale of the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at equals or exceeds $5,000,000. “Registering Investor” means the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 Investor or any then appropriate form for an offering to be made Investor Group Member on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable whose behalf such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made registered pursuant to Section 2(a) 5.01 or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) 5.02 hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning and from time to time on or following the date falling six months following an Initial U.S. OfferingPlan Effective Date, any Holder or group of Holders may request in writing (“Demand Registration Request”) that the Holders of at least ten percent (10%) or more in Company effect the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion part of their such Holder’s or Holders’ Registrable Securities pursuant to with the Commission under and in accordance with the provisions of the Securities Act. The Company will file a Registration Statement on Form F-1 covering such Holder’s or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Holders’ Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such requestregistered, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: the Commission effective, as soon promptly as practicable thereafter. The after receipt of such request; provided, however, that the Company shall will not be required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that file a Registration Statement shall not count as a Demand Registration requested under pursuant to this Section 2(a4(a): (A) unless and until it has become effective and either (i) the Holders included in principal amount of Registrable Securities requested to be registered on such Demand Registration are able to register all, and sell Statement equals at least eighty twenty percent (8020%) of, of the outstanding Registrable Securities held by all Holders or (ii) the Registrable Securities requested to be included in sold by the Holders pursuant to such registration. Notwithstanding the foregoing, Registration Statement have an anticipated aggregate gross offering price (ibefore deducting underwriting discounts and commission) of at least $10 million; (B) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered; (C) if a registration effected statement filed by the Company shall have previously been initially declared effective by the Commission within the one hundred eighty (180) days preceding the date such Demand Registration Request is made; and (D) if the number of Demand Registration Requests previously made pursuant to this Section 2(a4(a) twice in any twelve shall equal or exceed five (125); provided, however that a Demand Registration Request shall not be considered made for purposes of this clause (D) month period unless the requested Registration Statement has been declared effective by the Commission for more than 75% of the full amount of Registrable Securities for which registration has been requested. (b) A Demand Registration Request shall specify (i) the then-current name and address of such Holder or Holders, (ii) the aggregate amount of Registrable Securities requested to be registered, (iii) the total amount of Registrable Securities then beneficially owned by such Holder or Holders, and (iv) the intended means of distribution. If at the time the Demand Registration Request is withdrawn at made the request Company appears, based on public information available to such Holder or Holders, eligible to use Form S-3 for the offer and sale of the requesting Registrable Securities, the Holder or Holders after making such request may request that the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change registration be in the businessform of a Shelf Registration Statement (for the avoidance of doubt, prospects, results of operations or financial condition of the Company) then the Company shall not be under the obligation to file a Shelf Registration on Form S-3 if, upon the advice of its counsel, it is not eligible to make such a filing). (c) The Company may satisfy its obligations under Section 4(a) hereof by amending (to the extent permitted by applicable law) any registration statement previously filed by the Company under the Securities Act, so that such amended registration statement will permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand Registration Request has been properly made under Section 4(b) hereof. If the Company so amends a previously filed registration statement, it will be deemed to have effected a Demand Registrationregistration for purposes of Section 4(a) hereof; provided, however that the Effective Date of the amended registration statement, as amended pursuant to this Section 4(c) shall be the “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 4(e) hereof. (bd) At any time beginning on the date falling one year Within ten (10) days after an Initial U.S. Offering, the Investors shall have the right to request that the Company file receiving a Demand Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such requestRequest, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request to all other Holders who shall then have 10 Business Days from of Registrable Securities and shall, subject to the date provisions of Section 5(c) in the case of an Underwritten Offering, include in such notice is given registration all such Registrable Securities with respect to notify which the Company in writing has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare notice, provided that such Registrable Securities are not already covered by an existing and file with the Commission a Shelf effective Registration Statement covering all that may be utilized for the offer and sale of the Registrable Securities that the Holders have requested to be included registered in such Shelf Registration as soon as practicable the manner so requested. (but in any event within 30 dayse) after the date on which the initial request is given and shall The Company will use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such a Registration Statement that has become effective as contemplated by this Section 4 continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission: (A) in the case of a Registration Statement other than a Shelf Registration Statement continuously effective Statement, until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement registered thereunder have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereoftwo hundred seventy (270) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date Effective Date of such notice is given to notify Registration Statement; and (B) in the Company in writing case of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after Registration Statement, until the date on which it received earlier of: (x) three (3) years following the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to Effective Date of such Shelf Registration Statement, shall use its reasonable best efforts to cause ; and (y) the date that all Registrable Securities covered by such Shelf Supplement Registration Statement shall cease to be declared effective By: the Commission as soon as practicable thereafterRegistrable Securities; provided, that, (i) however, that in the Company event of any stop order, injunction or other similar order or requirement of the Commission relating to any Shelf Registration Statement, if any Registrable Securities covered by such Shelf Registration Statement remain unsold, the period during which such Shelf Registration Statement shall not be required to effect more than a total remain effective will be extended by the number of three (3) registrations days during which such stop order, injunction or similar order or requirement is in effect; provided further, however, that if any Shelf Registration Statement was initially declared effective on Form S-3 and, prior to the date determined pursuant to this Section 2(b4(e)(B); (ii) if the intended method of distribution is an underwritten public offering, the Company becomes ineligible to use Form S-3, the period during which such Shelf Registration Statement shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall remain effective will be conducted on a "firm commitment" basis, and (iii) extended by the number of days during which the Company shall did not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the have an effective Registration Statement covering unsold Registrable Securities outstanding at the time of such request are to be included in initially registered on such Shelf TakedownRegistration Statement. (cf) The Company Holder or Holders making a Demand Registration Request may, upon at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall reimburse the Company for all of Registrable Securitiesits reasonable and documented out-of-pocket expenses incurred in the preparation, postpone filing and processing of the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if which out-of-pocket expenses, for the Board determines in its reasonable good faith judgment that the filing avoidance of such Demand Registrationdoubt, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration not include overhead expenses and which requested registration shall not count as one of the permitted Demand Registrations Registration Requests hereunder and or (ii) the Company shall pay all requested registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses that has been revoked will be deemed to have been effected for purposes of counsel for the Holders. The Company may not delay Section 4(a). (g) If a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus Statement filed pursuant to this Section 2(c): (i) 4 is a Shelf Registration Statement, then upon the demand of one or more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select facilitate a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not “takedown” of Registrable Securities without in the prior written consent form of an Underwritten Offering, in the Holders manner and subject to the conditions described in Section 5 of a majority this Agreement, provided that either (i) the principal amount of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share “takedown” shall equal at least twenty percent (20%) of the Shares proposed outstanding Registrable Securities held by all Holders or (ii) the Registrable Securities requested to be sold by the Holders in such underwritten offering, the Company “takedown” shall include in such Demand Registration or Shelf Takedown have an anticipated aggregate offering price (ibefore deducting underwriting discounts and commission) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedownat least $15 million.

Demand Registration. (a) The Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. At any such time beginning as the Company shall have qualified for the use of a Registration Statement on the date falling six months following an Initial U.S. OfferingForm S-3, the Holders of at least ten percent (10%) or more in the aggregate holder of Registrable Securities shall have the right to request an initial registration under and thereafter on a quarterly basis after the first Demand Registration shall have been declared effective by the Commission registrations of its Registrable Securities Act of all on Form S-3 or any portion of their Registrable Securities pursuant to similar short-form registration (each a Registration Statement on Form F-1 or any other appropriate form (each, a "“Demand Registration"”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationregistered. The Company shall prepare and file with the Commission cause a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given S-3 (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement"form) to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto be filed within ten (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof10) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (cb) The Company may, upon written notice may postpone for up to the Holders of Registrable Securities, postpone ninety (90) days the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Company's Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event . (c) If the Holders of a majority holder of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect elects to distribute the Registrable Securities covered By: their by its request in an underwritten offering, they it shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders). The underwriter or underwriters of each underwritten offering, if any, holder of the Registrable Securities requesting the Demand Registration shall select the investment banking firm or firms to be registered act as the managing underwriter or underwriters in connection with such offering offering; provided, that such selection shall be mutually selected By: subject to the Holders owning at least a majority consent of the Registrable Securities to Company, which consent shall not be registered By: the Company. In the case of any offering unreasonably withheld or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretiondelayed. (ed) The Company shall not include in grant registration rights to any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent other holder of the Holders Company’s securities for a period of twelve (12) months from the date of this Agreement. Nothing contained in this Agreement shall prevent the Company from filing a majority registration statement solely for the Company’s account including without limitation, a registration statement relating to any employee benefit plan filed on Form S-8 or similar form or, with respect to any corporate reorganization or other transaction under Rule 145 of the Registrable Securities included in such Demand Registration Act, a registration statement on Form S-4 or Shelf Takedown. If a Demand Registration similar form, or Shelf Takedown involves an underwritten offering and any registration statement relating to the managing underwriter registration of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed securities issued to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold raise financing for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownCompany.

Demand Registration. (a) At If the Company shall receive from the Holder at any time beginning on prior to the date falling six months following an Initial U.S. OfferingExpiration Date, a written request that the Company effect any registration with respect to all the Warrant Shares to be issued under the Warrants that are part of the same series as this Warrant, the Holders of at least ten percent Company will, as soon as practicable, use its best efforts to effect such registration (10%) including, without limitation, filing a registration statement on Form F-3 (or more in the aggregate of Registrable Securities shall have the right to request registration any other applicable form), pre-effective and post-effective amendments, prospectuses and prospectus supplements, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act Act); and as would permit or facilitate the sale and distribution of all or any such portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included such Warrant Shares as are specified in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request and cause such registration to all other Holders who shall then remain effective until the earlier of two years have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 elapsed or any other appropriate form covering all of the Registrable Securities that the Holders thereof Warrant Shares included therein have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: the Commission as soon as practicable thereafterbeen sold. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section: (i) In any particular jurisdiction in which the Company would be required to effect execute a Demand Registration general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Company has initiated two such registrations pursuant to this Section (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which all securities have been sold); or (iii) During the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. Subject to the foregoing clauses (i) through (iii), the Company shall file a registration statement covering the Warrant Shares so requested to be registered as soon as practicable after receipt of the written request or requests of the Holder; provided, however, that if in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company shall furnish to the Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would be seriously detrimental, provided that (except as provided in clause (iii) above) the Company may not defer the filing for a period of more than ninety (90) days after receipt of the request of the Holder, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period for period. If the Holders as a group; provided, that a Registration Statement Company or other persons shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included request inclusion in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a any registration effected pursuant to this Section 2(a) twice of securities being sold for its or their own accounts, the Holder shall offer to include such securities in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request underwriting and may condition such offer on its acceptance of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results further applicable provisions of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationthis Section. The Company shall use its reasonable best efforts to prepare and file (together with the Commission a Shelf Registration Statement covering all Holder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offeringselected for such underwriting by the Holder, if any, of the Registrable Securities which underwriters are reasonably acceptable to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (ai) At any time beginning on the date falling six months following an Initial U.S. Offeringafter September 4, the Holders of 2002, First Reserve may at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right any time and from time to time make a written request for registration under the Securities Act in a firm commitment underwritten public offering of all or any portion of their Registrable Securities pursuant to owned by them having a Registration Statement on Form F-1 or any other appropriate form good faith estimated public offering price of at least $20 million (each, a "Demand Registration"); provided that the Company shall not be obligated to effect more than three Demand Registrations in any 12-month period or more than an aggregate of four Demand Registrations pursuant to this Section 5.2(a). Each Such request for a Demand Registration shall will specify the number of shares of Registrable Securities requested proposed to be included in the Demand Registrationsold. Upon receipt Within five days of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request to all other Holders who of Registrable Securities and shall then have 10 Business Days from include in the date such registration in respect of which notice is has been given all Registrable Securities with respect to notify which the Company has received written requests from Holders for inclusion therein within ten days after the Company's notice regarding such registration has been given as provided herein. If Registrable Securities of other Holders are included in writing such registration, the Holder or Holders requesting such Demand Registration may reduce the number of their desire shares of Registrable Securities initially specified to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 registration in its or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a grouptheir sole discretion; provided, that Registrable Securities having a Registration Statement shall good faith estimated public offering price of at least $20 million are included in such registration. A registration will not count as a Demand Registration requested until the Registration Statement filed pursuant to such registration has been declared effective by the SEC and remains effective for the period specified in Section 5.2(d)(i). (ii) The Holder or Holders requesting the Demand Registration shall select the managing underwriters (including the book running lead managing underwriters) and any additional investment bankers and managers to be used in connection with the offering (unless a member of the First Reserve Group is included among the Holders selling pursuant to such registration, in which case First Reserve shall select such underwriters, investment bankers and managers); provided that the lead managing underwriter must be reasonably satisfactory to the Company. (iii) Neither the Company nor any of its security holders (other than the Holders of Registrable Securities in such capacity) shall be entitled to include any of the Company's securities in a Registration Statement initiated as a Demand Registration under this Section 2(a5.2(a) unless and until it has become effective and without the Holders included in such Demand Registration are able consent of First Reserve. (iv) In addition to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration rights enumerated above, with respect to the Amethyst Registrable Securities at any time after (X) July 1, 2002 or (Y) such earlier date which is withdrawn at 60 days prior to the request date on which the Exchangeable Stock shall have been exchanged for Common Stock pursuant to Section 5.10 or 5.11 of the requesting Holders after the time such Demand Registration becomes effective (except as set forth Purchase Agreement, First Reserve may make a request in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request writing that the Company file a Registration Statement on Form F-1, Form F-3 registration statement under the Securities Act to register under the Securities Act all Amethyst Registrable Securities (whether or any not such Amethyst Registrable Securities are then appropriate form issued and outstanding) for an offering to be made resale on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify period of one year in an amount equal to the lesser of (A) all such Amethyst Registrable Securities, or (B) the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Amethyst Registrable Securities that the Holders have requested to could be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all provisions of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to by an affiliate of the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its assuming such Amethyst Registrable Securities included in were not restricted securities within the meaning of Rule 144) during such Shelf Registration Statement in the form of an underwritten firm commitment offering one-year period. Such a request (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement"related registration) such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) in addition to the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Demand Registrations provided for in Section 2(b) unless at least ten percent (10%5.2(a)(i) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedownthis Agreement. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. If ADS shall receive from any Major Stockholder or Major Stockholders a written request or requests that ADS effect a registration on Form S-3 with respect to all or part of the Registrable Securities owned by such Major Stockholder or Major Stockholders (or if Form S-3 is not permitted for such registration, then pursuant to a Form S-1 or any successor or similar registration statement (“Form S-1”)), including by means of a shelf registration pursuant to rule 415 under the Securities Act, and ADS is then eligible to register the ADS Common Stock on Form S-3 or Form S-1, as applicable, then ADS shall: a) At Promptly (and in any time beginning on event within 5 business days after receipt of such request) give written notice of the proposed registration, and any related qualification or compliance, to all other Major Stockholders; and b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Major Stockholder’s or Major Stockholders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Major Stockholder or Major Stockholders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from ADS; provided, however, that no such registration pursuant to this Section 2.1 shall be required: (1) to become effective prior to one hundred eighty (180) days following the effective date falling six months following of an Initial U.S. Offering, ADS-initiated registration statement which covers any ADS Common Stock (other than a registration statement filed solely to qualify an ADS employee benefit plan or business combination pursuant to Rule 145); provided that ADS is actively employing reasonable efforts in good faith to cause such registration statement to become effective; (2) unless the Holders Major Stockholders propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters’ discounts or commissions) of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant $10,000,000 with respect to a Registration Statement on Form F-1 S-3 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested at least $50,000,000 with respect to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of S-1; and (3) if, within the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period preceding the date of such request, ADS has already effected two registrations for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected Major Stockholders pursuant to this Section 2(a2.1. c) twice Subject to the foregoing, ADS shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable (and in any twelve (12event within 45 days) month period or (ii) the Demand Registration is withdrawn at after receipt of the request or requests of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand RegistrationMajor Stockholders. d) Notwithstanding the provisions of Section 2.1 (ba)-(c) At above, if any time beginning registration requested pursuant to this Section 2.1 is proposed to be effected on Form S-3 and is in connection with an underwritten offering, and if the date falling one year after an Initial U.S. Offeringmanaging underwriter shall advise ADS in writing that, in its opinion, it is of material importance to the Investors shall have the right success of such proposed offering to request that the Company file a Registration Statement on Form F-1, Form F-3 S-1 or any then appropriate form for an offering to include in such Registration Statement information not requested to be made included pursuant to Form S-3, then ADS will file a Registration Statement on Form S-1 or supplement Form S-3 as reasonably requested by such managing underwriter. e) Notwithstanding the provisions of Section 2.1(a)-(d) above, if ADS furnishes to the Major Stockholders requesting a delayed registration pursuant to this Section 2 a certificate signed by ADS’ chief executive officer stating that in the good faith judgment of ADS’s Board of Directors (after consultation with legal counsel) it would be materially detrimental to ADS and its Stockholders for such Registration Statement to be filed, become effective or continuous basis continue to be used, including a shelf registration pursuant to Rule 415 under the Securities Act or any successor rule theretoAct, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any because such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus action would (i) materially interfere with ADS’s ability to effect a significant material proposed acquisition, corporate organizationdisposition, financing, securities offering reorganization, recapitalization or other similar transaction involving the CompanyADS; (ii) require premature disclosure of material material, non-public information that the Company ADS has a bona fide business purpose for preserving as confidentialconfidential (which disclosure would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading and would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement); and/or or (iii) render the Company ADS unable to comply with requirements under the Securities Act or Exchange Act, then ADS may, upon giving prompt written notice of such action to the Major Stockholders participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that if ADS exercises its rights under this Section 2.1(e), the applicable time period during which the Registration Statement is to remain effective shall be extended by a period of time equal to the duration of the period during which such Registration Statement is suspended hereunder; provided, further that in ADS shall not be permitted to do so (a) more than once during any consecutive twelve (12) month period, or (b) for a period exceeding forty-five (45) days on any one occasion. In the event ADS exercises its rights under the preceding sentence, such event the Holders of a majority Major Stockholders agree to suspend, promptly upon their receipt of the Registrable Securities initiating notice referred to above, their use of any prospectus relating to such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel any sale or offer to sell Registrable Securities for the Holdersperiod during which suspension by ADS is permitted hereby. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend ADS shall promptly notify such Major Stockholders of the use expiration of a prospectus pursuant to any period during which it exercised its rights under this Section 2(c): (i) more than twice 2.1. ADS agrees that, in any period of 12 consecutive monthsthe event it exercises its right ▇▇▇▇▇▇ this Section 2.1, (ii) the duration of any one suspension or postponement may not exceed 60 it shall, within 30 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include following such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, Major Stockholders’ receipt of the Registrable Securities notice of suspension, update the suspended statement as may be necessary to be registered permit the Major Stockholders to resume use thereof in connection with such offering shall be mutually selected By: the Holders owning at least a majority offer and sale of the their Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretionaccordance with applicable law. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At If at any time beginning on after the earlier of (i) four (4) years after the date falling six months following an Initial U.S. Offeringof this Agreement or (ii) one hundred eighty (180) calendar days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the Registrable Securities then outstanding that the Company effect a registration with respect to an amount of the Registrable Securities then outstanding, then the Company shall (i) within ten percent (10%) or more calendar days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) calendar days after the aggregate of Registrable Securities shall have date such request is given by the right to request Initiating Holders, file a registration statement under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Initiating Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in registered and any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the additional Registrable Securities requested to be included in such registration. Notwithstanding registration by any other Holders, as specified by notice given by each such Holder to the foregoing, Company within twenty (i20) if calendar days of the Holders are unable to register alldate the Demand Notice is given, and sell at least eighty percent (80%) ofin each case, subject to the Registrable Securities requested to be included in a registration effected pursuant to this limitations of Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration2.1(b). (b) At any time beginning on Notwithstanding the date falling one year after an Initial U.S. Offeringforegoing obligations, the Investors shall have the right to request that if the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company Holders requesting a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if 2.1 a certificate signed by the intended method Company’s chief executive officer stating that in the good faith judgment of distribution is an underwritten public offering, the Company’s Board of Directors it would be materially detrimental to the Company shall not and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to effect a Shelf Takedown pursuant to this Section 2(b) unless remain effective, because such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus action would (i) materially interfere with a significant acquisition, corporate organizationreorganization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) calendar days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such event sixty (60) day period other than pursuant to a registration relating to the Holders sale of securities to employees of the Company pursuant to a majority stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities initiating such Demand Registration, Shelf Registration Securities; or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration registration in which the only Common Stock being registered is withdrawn, such Demand Registration Common Stock issuable upon conversion of debt securities that are also being registered. (c) The Company shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all be obligated to effect, or to take any action to effect, any registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): 2.1 (i) more than twice during the period that is sixty (60) calendar days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) calendar days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in any period of 12 consecutive months, good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the duration of any one suspension or postponement may not exceed 60 days and Company has effected two registrations; (iii) if the total duration Holders, together with the holders of any suspension or postponement period may not be more than 90 days other securities of the Company entitled to and requesting inclusion in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect such registration, propose to distribute the sell Registrable Securities covered By: their request and such other securities (if any) at an aggregate price to the public (net of Selling Expenses) of less than $5,000,000; or (iv) if, in an underwritten offeringa distribution not underwritten, they shall so advise the Company as Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a part of their request made pursuant to Section 2(a) or 2.3. A registration shall not be counted as “effected” for purposes of this Section 2(b) 2.1 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and the Company shall include such information in its notice forfeit their right to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or one demand registration initiated By: the Company for its own account or any other offering not effected statement pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that2.7, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in which case such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering withdrawn registration statement shall be allocated pro rata among the respective Holders thereof on the basis counted as “effected” for purposes of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedownthis Section 2.1.

Demand Registration. (a) At any time beginning on the date falling six months following an Initial U.S. OfferingOn or prior to each Filing Date, the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering the resale of all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its reasonable best efforts to cause such are not then registered on an effective Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") Company is not then eligible to register all or any portion of their for resale the Registrable Securities for an offering on a delayed Form S-3, subject to the provisions of Section 2(d)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders or continuous basis pursuant to Rule 415 under make any disclosure contained therein not misleading) substantially the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify “Plan of Distribution” attached hereto as Annex A and substantially the number “Selling Stockholder” section attached hereto as Annex B. Subject to the terms of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such requestthis Agreement, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective By: under the Commission Securities Act as soon promptly as practicable thereafter. The Company agrees to possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earliest date that all Registrable Securities covered by such Registration Statement cease to occur of be Registrable Securities (i) the third anniversary “Effectiveness Period”). The Company shall notify the Holders via e-mail of the date such Shelf effectiveness of a Registration Statement initially is declared effective By: as promptly as practicable, and shall, if requested, provide the CommissionHolders with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. (b) Notwithstanding the registration obligations set forth in Section 2(a), (ii) if the day after Commission informs the date on which Company that all of the Registrable Securities covered By: cannot, as a result of the Shelf application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use reasonable best efforts to file an amendment or amendments to the Initial Registration Statement have been sold pursuant as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the Shelf Registration Statement and (iiiprovisions of Section 2(c) with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment, the day after Company shall be obligated to use diligent efforts to advocate with the date on which Commission for the registration of all of the Registrable Securities covered By: in accordance with the Shelf Registration Statement may be sold SEC Guidance, including without volume or other restriction under Rule 144 promulgated under the limitation, Securities Act. Act Rules Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision hereofof this Agreement, no Holder's if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities shall permitted to be included in any registration statement contemplated By: this Agreement unless registered on a particular Registration Statement as a secondary offering (and until such Holder furnishes to notwithstanding that the Company a fully completed notice and questionnaire substantially in used diligent efforts to advocate with the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application Commission to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify maximize the number of Registrable Securities to be offered and sold under registered), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Shelf Takedown. Upon receipt number of a Shelf Takedown NoticeRegistrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire reduce or eliminate any securities to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedownother than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Shares and Warrant Shares (applied to the Holders on a pro rata basis based on the total number of unregistered Shares and Warrant Shares held by such Holders). In the event of a reduction hereunder, the Company shall give the Holder at least five (5) Trading Days’ prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, then the Company shall use its reasonable best efforts to prepare and file with the Commission, as promptly thereafter as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, (ii) the Company fails to file with the Commission a Shelf Supplement request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within two Trading Days of the date that the Company is notified in writing by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, (iii) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as soon to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities (other than during an Allowed Delay), for more than 15 consecutive calendar days or more than an aggregate of 20 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as practicable after an “Event”, and for purposes of clauses (i) and (iii), the date on which it received such Event occurs, and for purpose of clause (ii) the Shelf Takedown Notice date on which such two Trading Day period is exceeded, and for purpose of clause (but iv) the date on which such 15 or 20 calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any event within 10 daysother rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) anduntil the applicable Event is cured, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be required 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to effect more than a total of three (3) registrations the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(b); (ii) if in full within seven Trading Days after the intended method of distribution is an underwritten public offeringdate payable, the Company shall not will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be required paid by applicable law) to effect a Shelf Takedown the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2(b) unless such underwriting the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no liquidated damages shall be conducted on a "firm commitment" basispayable (i) if as of the relevant Event Date, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at may be sold by the time Holders without volume or manner of such request are to be included in such Shelf Takedown. (c) The Company maysale restrictions under Rule 144, upon written notice as determined by counsel to the Holders of Registrable SecuritiesCompany pursuant to a written opinion letter to such effect, postpone addressed and reasonably acceptable to the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend Holder and the use of a prospectus included in any such Registration StatementCompany’s transfer agent, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive monthsany, (ii) the duration to a Holder with respect to an Event caused by any action of such Holder or failure of such Holder to take any one suspension action that such ▇▇▇▇▇▇ is required to take hereunder, or postponement may not exceed 60 days and (iii) to a Holder in the total duration event it is unable to lawfully sell any of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the its Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part because of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters possession of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretionmaterial non-public information. (e) The If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall not include in any Demand Registration or Shelf Takedown any securities which are not (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any underwriter without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownHolder.

Demand Registration. (a) At any time beginning on during the date falling six months following an Initial U.S. OfferingDemand Period, the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration require the Company to file a Registration Statement under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion part of their respective Registrable Securities for an offering on by delivering a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each written request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes therefor to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify specifying the number of Registrable Securities to be offered included in such registration by such Holder or Holders and sold under the intended method of distribution thereof. In no event shall the Company's obligation to effect a Demand Registration reduce or relieve the Company of any obligation to effect and maintain the Shelf TakedownRegistration Statement for the benefit of the other PVH Holders. Upon the receipt of a Shelf Takedown Noticesuch demand, the Company shall promptly will (but in no event later than 3 days following receipt thereofi) deliver within ten days, give written notice of such Shelf Takedown Notice the Demand Registration to all other Holders who shall then have 3 days from the date and (ii) as soon as practicable, use its commercially reasonable efforts to effect such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act to effect such Shelf Takedown, and any other governmental requirements or regulations) of the Registrable Securities which the Company shall use its reasonable best efforts has been so requested to prepare and file register, for distribution in accordance with such intended method of distribution, together with all or such portion of the Commission Registrable Securities of any Holder or Holders joining in such request as are specified in a Shelf Supplement as soon as practicable written request received by the Company within 20 days after receipt of such written notice from the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafterCompany; provided, that, (i) however, that the Company shall not be required obligated to take any action to effect more than a total of three (3) registrations any such Demand Registration, pursuant to this Section 2(b2.2(a): (i) after the Company has effected three Demand Registrations pursuant to this Section 2.2(a), which registrations are deemed effective pursuant to Section 2.2(d) hereof; (ii) if Registrable Securities equal to at least 25% of the intended method originally issued Series B Stock or having an aggregate market value of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting at least $25,000,000 (which market value shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, determined by multiplying the number of Shares proposed Registrable Securities to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares by the proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten per share offering and/or the number of Shares proposed to be price) are not included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, Registration; (iii) if the Company shall include have furnished to the Holders requesting a registration pursuant to this Section 2.2(a) a certificate signed by the Chairman of the Board of Directors or President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its stockholders for such registration statement to be filed at such time, then the Company's obligation to make such filing shall be deferred for a period not to exceed 180 days from the date of receipt of written request in respect of such Demand Registration or Shelf Takedown (i) firstRegistration; provided, the Registrable Securities however, that the Holders propose Company shall not exercise such right more than once in any 12-month period; (iv) during the period of time starting with the date 60 days immediately prior to sellthe Company's estimated date of filing of, and ending on the date 90 days (iior 180 days in the case of an underwritten public offering) second, immediately following the Shares proposed effective date of any registration statement pertaining to be included therein By: any other Persons (including Shares to be sold securities issued for the account of the Company and/or (other holders than a registration of Sharessecurities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, further, that the Company shall not exercise such right more than once in any 12-month period; or (v) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the any Registrable Securities proposed to be sold can be included in if such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand then covered by an effective Registration or Shelf TakedownStatement.

Demand Registration. (a) At any time beginning on after one hundred eighty (180) days after the date falling six months following an Initial U.S. Offeringconsummation of the Merger, if the Holders of at least ten percent (10%) or more in Company shall receive a written request from the aggregate of Registrable Securities shall have Stockholder that the right to request Company effect the registration under the Securities Act of all or any portion of their the Stockholder’s Registrable Securities pursuant (a “Demand Registration”), and specifying the intended method of disposition thereof, then the Company shall use its commercially reasonable efforts, consistent with the terms of this Stockholder Agreement, to a Registration Statement effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which the Stockholder has requested registration under this Section 5.01; provided that, subject to Section 5.01(d) hereof, the Company shall not be obligated to effect more than three Demand Registrations (other than short-form registrations on Form F-1 or any other appropriate form S-3 and provided that no Demand Registration shall be made within one hundred eighty (each, 180) days of a "prior Demand Registration"). Each . (b) At any time prior to the effective date of the registration statement relating to such registration, the Stockholder may revoke such request by providing a notice to the Company revoking such request. (c) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least one hundred twenty (120) days (or such shorter period in which all Registrable Securities of the Stockholder included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration shall specify if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Demand Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(e) such that less than 75% of the Registrable Securities of the Stockholder sought to be included in such registration are included. (e) If a Demand Registration involves an underwritten public offering and the managing underwriter advises the Company and the Stockholder that, in its view, the number of shares that the Stockholder and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Demand Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size: (i) first, all Registrable Securities requested to be included registered by the Stockholder; and (ii) second, all shares of Common Stock proposed to be registered by the Company. (f) The Company may defer the filing (but not the preparation) of a registration statement required by Section 5.01 until a date not later than ninety (90) days after the date which is thirty (30) days after the request to file such registration statement if (i) at the time the Company receives the request to register shares, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities (or the Board determines that the Company is at such time otherwise in possession of material non-public information with respect to the Company), disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its stockholders, or (ii) prior to receiving the request to register shares, the Board had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 5.01(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the Demand Registrationcase of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated (or such material non-public information has been publicly disclosed by the Company), or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. Upon receipt In order to defer the filing of any such requesta registration statement pursuant to this Section 5.01(f), the Company shall promptly (but in no any event later than 10 Business Days following receipt thereofwithin ten (10) days), upon determining to seek such deferral, deliver notice to the Stockholder a certificate signed by an executive officer of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities stating that the Holders thereof have requested to be included in Company is deferring such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected filing pursuant to this Section 2(a5.01(f) twice and (unless the Stockholder had previously requested in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request writing that the Company file not disclose to it such information under this paragraph) a Registration Statement on Form F-1, Form F-3 or any then appropriate form general statement of the reason for such deferral and an offering to be made on a delayed or continuous basis pursuant to Rule 415 under approximation of the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registrationanticipated delay. The Company shall use its reasonable best efforts to prepare and file with may defer the Commission filing of a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any particular registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii5.01(f) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included only once in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months360-day period. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on prior to such time as the date falling six months following an Initial U.S. Offeringrights under this Section 2 terminate with respect to a Holder as provided in Section 2(a)(iii) hereof, the Holders of at least ten percent (10%) or more upon written notice from such Holder in the aggregate of Registrable Securities shall have manner set forth in Section 12(i) hereof requesting that the right to request Company effect the registration under the Securities Act of all any or any portion of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that held by such Holder or any of its Affiliates which notice shall specify the Holders thereof have requested to be included in intended method or methods of disposition of such Demand Registration as soon as practicable after Registrable Securities, the initial request is given (but in any event no later than 45 days thereafter) and Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective By: effect, in the Commission as soon as practicable thereafter. The Company shall not be required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as manner set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering5, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 registration under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including (1) in an offering on a delayed or continuous basis pursuant to under Rule 415 (or any successor rule of similar effect) promulgated under the Securities Act or any successor rule thereto (and accordingly requiring the filing of a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any shelf" registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B and/or (the "Questionnaire"2) and such other information in writing as the Company may reasonably request in writing sales for use in connection with cash or dispositions upon exchange or conversion of securities or dispositions for any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedownconsideration or no consideration), then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, provided that,: (i) the Company shall not be required to effect more than if, while a total of three (3) registrations registration request is pending pursuant to this Section 2(b2(a); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basisdetermines, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company mayfollowing consultation with and receiving advice from its legal counsel, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or a registration statement would require the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render confidential and the disclosure of which the Company unable to comply with requirements under determines reasonably and in good faith would have a material adverse effect on the Securities Act or Exchange Act; providedCompany, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all not be required to effect a registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): 2(a) until the earlier of (A) the date upon which such material information is otherwise disclosed to the public or ceases to be material and (B) 30 days after the Company makes such determination, provided, however, that the Company shall not be permitted to delay a requested registration in reliance on this clause (i) more than twice in any 12-month period; (ii) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2 within a period of 12 consecutive months60 calendar days after the effective date of any other registration statement of the Company demanded pursuant to this Section 2(a); and (iii) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2: (A) in the case of a registration request by Transocean or any of its Affiliates, on more than three occasions after such time as Transocean and its Affiliates collectively own less than a majority of the voting power of the then outstanding shares of Common Stock (it being acknowledged that so long as Transocean and its Affiliates collectively own a majority of the voting power of the then outstanding shares of Common Stock, there shall be no limit to the number of occasions on which Transocean or its Affiliates may exercise their rights under this Section 2), or (B) in the case of a registration request by a Permitted Transferee or any of its Affiliates, on more than the number of occasions permitted such Holder in accordance with Section 11 hereof (it being acknowledged that (1) the exercise by such Permitted Transferee and its Affiliates of such rights shall not limit the number of occasions on which Transocean and its Affiliates may exercise their rights under this Section 2 and (2) so long as such Permitted Transferee and its Affiliates collectively own a majority of the then outstanding shares of Common Stock, there shall be no limit to the number of occasions on which such Permitted Transferee or its Affiliates may exercise their rights under this Section 2). (b) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by a Holder pursuant to this Section 2 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 2(a)), (i) unless the registration statement filed in connection therewith has become effective, (ii) if after such registration statement has become effective, it becomes subject to any stop order, or there is issued an injunction or other order or decree of the duration SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder, which injunction, order or decree prohibits or otherwise materially and adversely affects the offer and sale of any one suspension the Registrable Securities so registered prior to the completion of the distribution thereof in accordance with the plan of distribution set forth in the registration statement or postponement may not exceed 60 days and (iii) if the total duration conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than by reason of any suspension some act, misrepresentation or postponement period may omission by a Holder and are not be more than 90 days in any period of 12 consecutive monthswaived by the purchasers or underwriters. (dc) If In the Holders initially requesting a Demand Registration event that any registration pursuant to this Section 2 shall involve, in whole or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in part, an underwritten offering, they shall so advise Holders owning at least 50.1% of the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, Fair Market Value of the Registrable Securities to be registered in connection with such offering shall have the right to designate an underwriter reasonably satisfactory to the Company as the lead managing underwriter of such underwritten offering. (d) The Company shall have the right to cause the registration of additional securities for sale for the account of any person (including the Company) in any registration of Registrable Securities requested by any Holder pursuant to Section 2(a); provided, however, that if the managing underwriter or other independent marketing agent for such offering (if any) determines that, in its opinion, the additional securities proposed to be mutually selected By: sold will materially and adversely affect the Holders owning at least a majority offering and sale of the Registrable Securities to be registered By: in accordance with the Companyintended method or methods of disposition then contemplated by such Holder only the number or principal amount of such additional securities, if any (in excess of the number or principal mount of Registrable Securities), which, in the opinion of such underwriter or agent, can be so sold without materially and adversely affecting such offering shall be included such registration. In The rights of a Holder to cause the case registration of additional Registrable Securities held by such Holder in any offering or registration initiated By: the Company for its own account or any other offering not effected of Registrable Securities requested by another Holder pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which shall be governed by the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent agreement of the Holders of a majority of the Registrable Securities included with respect thereto as provided in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownSection 11(a).

Demand Registration. (a) At any time beginning on After the date falling six months following an earlier of the first anniversary ------------------- of the Initial U.S. OfferingPublic Offering Date and May 15, 1997, upon receipt of the Holders written request of at least ten percent (10%) one or more Registration Rights Holders (as defined in section 12.2) (the aggregate of Registrable Securities shall have "Initiating Holders") that the right to request Company effect the registration under the Securities 1933 Act of all or any portion part of their Registrable Securities pursuant such Initiating Holders' Shares having a current per share market price of not less than $50,000,000 (a "Demand Request"), the Company shall promptly give written notice of such Registration Request to all other Registration Rights Holders, if any, and thereafter shall use all reasonable efforts to file a Registration Statement registration statement on Form F-1 or any other appropriate a form to be selected by the Company and to effect the registration under the 1933 Act of the Shares designated in the Demand Request (each, a "Demand Registration"). Each request for a Demand Registration shall specify ) and all other Shares the number of Registrable Securities Company has been requested to be included in register by any other Registration Rights Holders entitled to request registration pursuant to section 10.2 (the Demand Registration. Upon receipt of any such request, "Other Holders") by written request given to the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice within 15 calendar days after the giving of such request to all other Holders who shall then have 10 Business Days from written notice by the date such notice is given to notify the Company in writing of their desire to be included in such registrationCompany. The Company shall prepare be obligated to effect three Demand Registrations; however, notwithstanding anything to the contrary in this agreement, if, for any reason (other than the fault of any Registration Rights Holder), the registration fails to become effective and file provide for the distribution of all the Shares specified in the Demand Request, or the effectiveness is not maintained for at least 60 days in accordance with section 10.4(e) or the Commission a Registration Statement on Form F-1 or any other appropriate form covering Company fails to perform all of the Registrable Securities its obligations under this section 10.1 with respect to that the Holders thereof have requested to be included in such registration, that Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 reduce the number of Demand Registrations the Company was required to effect a Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective section 10.1 prior to that Demand Registration. The Company's obligations under this section 10.1 shall terminate on the earlier of the tenth anniversary of this agreement and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the first date on which the initial request Fraction is given less than one-tenth, and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required obligated to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a one Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months365 days. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. The Company agrees that at the Company's sole expense, Company shall, (ai) At any time beginning no later than thirty (30) days following a written demand from the Warrant Holder or the holder of Warrant Shares for registration, file on its behalf and on behalf of the date falling six months following an Initial U.S. Offering, Warrant Holder or the Holders holder of at least ten percent (10%) or more Warrant Shares with respect to the Warrant Shares specified in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to such demand a Registration Statement on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file accordance with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given Act; and (but in any event no later than 45 days thereafterii) and shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective By: by the Commission as soon thereafter as practicable thereafterreasonably practicable. The Company shall be obligated to prepare, file and cause to become effective only one (1) Registration Statement pursuant to this Section 11(d) (which Registration Statement shall be in addition to any filed under Section 11(c)). The registration required to be effected by the Company pursuant to Section 11(c) or this Section 11(d) shall not be required deemed to effect have been effected even though a Demand Registration more Statement with respect thereto has become effective (1) if, after it has become effective, such registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, for any reason not attributable to the Warrant Holder with respect to such Registration Statement, and has not thereafter become effective or (2) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than once in any twelve (12) month period for by reason of a failure on the Holders as a grouppart of the Warrant Holder with respect to such Registration Statement; provided, that this the Warrant Holder or the holder of Warrant Shares may not be able to make a Registration Statement shall not count as a Demand Registration requested demand for registration under this Section 2(a5(d) (A) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected statement filed pursuant to this Section 2(a5(a) twice in any twelve (12) month period shall have expired or become ineffective or (iiB) to the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall extent that sales may be deemed to have effected a Demand Registration. (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be reasonably made on a delayed or continuous basis pursuant to Rule 415 144 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under b the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Warrant Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on Dynamic shall, within ninety (90) days after the date falling six months following an Initial U.S. Offeringconsummation of the Merger, cause (a) registration statement in prescribed form under the Holders 1933 Securities Act with respect to a number of at least ten Shares equal to twenty- five percent (1025%) or more of the total Merger Consideration, rounded up to the next higher round lot, to be prepared and filed with the SEC and any applicable state authority, to become and remain effective as provided herein to permit the valid pubic sale of the Shares by those Holders listed in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of Schedule 2 attached hereto in compliance with all or any portion of their Registrable Securities such applicable securities laws pursuant to a Registration Statement on Form F-1 public offering, which offering shall be managed by one or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number more underwriters of Registrable Securities requested to be included recognized national standing in the Demand Registration. Upon receipt United States on a firm underwriting basis mutually acceptable to Dynamic and a majority of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registrationparticipating Holders. (b) At any time beginning on Subject to Section 2(f), Dynamic shall, within thirty (30) days after the date falling one year after an Initial U.S. Offeringfirst anniversary of the consummation of the Merger, cause another registration statement in prescribed form under the Investors shall have 1933 Securities Act and the right 1934 Exchange Act, with respect to request that a number of Shares equal to twenty-five percent (25%) of the Company file a Registration Statement on Form F-1total Merger Consideration, Form F-3 or any then appropriate form for an offering rounded up to the next higher round lot, to be made prepared and filed with the SEC and any applicable state authority, to become and remain effective as provided herein to permit the valid pubic sale of the Shares by any and all Holders in compliance with all such applicable securities laws pursuant to a public offering, which offering shall be managed by one or more underwriters of recognized national standing in the United States on a delayed or continuous firm underwriting basis pursuant mutually acceptable to Rule 415 Dynamic and a majority of participating Holders. (c) Subject to Section 2(f), Dynamic will give written notice of the filing of the registration statement referenced in clause (b) (which notice will include a list of jurisdictions in which Dynamic intends to attempt to qualify the offer and sale of Shares under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement"applicable state securities laws) to register all or any portion each Holder at least forty-five (45) days before the anticipated filing date of their Registrable Securities for an offering on a delayed or continuous basis pursuant the registration statement, and such notice will offer Holders the opportunity to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify include in such registration the number of Registrable Securities requested Shares as held by each Holder as each Holder may request, and allow any Holder to participate in such offer and sale of Shares so long as such Holder notifies Dynamic of its intentions within thirty (30) days after receipt of such written notice. If the total number of Shares which Holders elect to make available for sale exceed twenty-five percent (25%) of the total Merger Consideration, each participating Holder will instead be permitted to offer for sale a reduced number of Shares determined on a proportionate basis based upon the aggregate number of Shares which the participating Holders desire to sell, which aggregate number will not exceed twenty-five percent (25%) of the total Merger Consideration. (d) Dynamic may delay the filing of the registration statement referenced in clause (b) for up to 120 days, if in the good faith judgment of Dynamic's board of directors, the financing would be detrimental to a material transaction which has been approved by Dynamic's board of directors prior to filing of the applicable registration statement, or for up to ninety (90) days if the underwriters determine that it is not possible to sell the Shares subject to the proposed registration at a price equal to or greater than ninety percent (90%) of the average market price of such Shares during the last twenty (20) trading days prior to such determination. If Dynamic delays filing of such registration statement, it must provide each Holder an opportunity to consider participating in the delayed offering by delivering new written notices pursuant to the first sentence of clause (c). (e) A registration will not be considered to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all one of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable demand registrations required under this Agreement unless it has been kept continuously effective for a period of at least six (but in any event within 30 days6) after months following the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be registration was declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep effective, or such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which shorter period that will terminate when all of the Registrable Securities Shares covered By: by the Shelf Registration Statement registration have been sold pursuant to the Shelf Registration Statement and terms of such registration. In the event that either the registration anticipated under clauses (iiia) or (b) above does not satisfy this criteria, Dynamic shall begin the day after registration process again in accordance with the date on which all provisions of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B within ninety (the "Questionnaire"90) and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders number of a majority Shares to be then registered will be reduced by the number of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request andshares sold, if such request for a Demand Registration is withdrawnany, such Demand Registration shall not count as one of in the permitted Demand Registrations hereunder and the Company shall pay all previously effective registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus statements filed pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive monthsAgreement. (df) If In the event either a portion of the Merger Consideration held in escrow pursuant to the Escrow Agreement executed at Closing of the Merger is returned to Dynamic or, in the alternative, if additional shares of Dynamic Common Stock other than those held in escrow are distributed to the Holders initially requesting a Demand as contemplated under Section 2(c)(ii) of the Escrow Agreement, then the number of shares subject to registration pursuant to Section 2(b) of this 4 Registration or Shelf Takedown elect to distribute Rights Agreement will be adjusted so that the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part total number of their request made shares of Dynamic Common Stock registered pursuant to Section 2(a) or Section and 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters hereof will equal a total of each underwritten offering, if any, fifty percent (50%) of the Registrable Securities total Merger Consideration actually delivered to be registered in connection with such offering shall be mutually selected By: the all Holders owning at least a majority following completion of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretiondistributions from escrow. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on the date falling six months following an Initial U.S. Offering, the Upon receipt of a written request (a "Registration Request") from Initiating Holders of with respect to Registrable Stock representing at least ten percent 25% of such Initiating Holders' Registrable Stock (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion lesser percentage having a reasonably anticipated aggregate offering price to the public of their Registrable Securities pursuant to a Registration Statement on Form F-1 or any other appropriate form (each, a $2,000,000)(a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such request, the Company shall (i) promptly (but in no event later than 10 Business Days following receipt thereof) deliver give notice of such request the Registration Request to all other non-requesting Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall and (ii) prepare and file with the Commission promptly, but in any event within (x) 90 days after its receipt of such Registration Request if the Company had not conducted an underwritten public offering of the Common Stock before such time and (y) 45 days after its receipt of such Registration Request if the Company had conducted an underwritten public offering of the Common Stock before such time, a registration statement for the purpose of effecting a Registration Statement on Form F-1 or of the sale of all Registrable Stock requested to be Registered by the requesting Holders and any other Holder who requests to have his Registrable Stock included in such registration statement within ten days after receipt of notice by such Holder of the Registration Request. The Company shall use commercially reasonable efforts to effect such Registration as soon as practicable (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate form covering qualification under applicable state securities laws); and shall keep such Registration continuously effective until the earlier of (i) the second anniversary of the date that shares of Registrable Stock are first sold pursuant to such Registration, (ii) the date on which all shares of Registrable Stock have been sold pursuant to such registration statement or Rule 144 and (iii) the date on which, in the reasonable opinion of counsel to the Company, all of the Registrable Securities Stock may be sold in accordance with Rule 144(k); provided, however, that the Company shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 2 (i) in any particular jurisdiction in which the Company would become subject to taxation or would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Company is already subject to taxation or service in such jurisdiction or (ii) during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration. Notwithstanding the foregoing, the Company shall have the right (the "Suspension Right") to defer such filing (or suspend sales under any filed registration statement or defer the updating of any filed registration statement and suspend sales thereunder) at any time or from time to time, for a period of not more than 90 days during any period of 365 days, if the Company shall furnish to the Holders thereof have a certificate signed by an executive officer or any trustee of the Company stating that, in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement). (b) If a Demand Registration is an underwritten Demand Registration with other holders requesting to include their securities pursuant to other piggy back rights and the managing underwriters advise the Company in writing that, in their opinion, the number of securities to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Holders, the Company will include securities in such registration in the following order of priority: (i) first, the Registrable Stock requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for registration by the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this exercising rights pursuant to Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities any securities requested to be included therein by the Series AA Holders or the Series CC Holders, pro rata among all such holders based upon the number of shares of such securities requested for inclusion in such registration. Notwithstanding the foregoingregistration by each such holder; (ii) second, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities any securities requested to be included in a registration effected therein by any other holders pursuant to this Section 2(asuch holders' piggyback rights, if any, pro rata based upon the number of shares of such securities requested for inclusion in such registration by each such holder; and (iii) twice in any twelve (12) month period or (ii) third, the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of Common Stock proposed to be registered by the Company) then the Company shall be deemed to have effected a Demand Registration, if any. (bc) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume or other restriction under Rule 144 promulgated under the Securities Act. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf Takedown, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) the Company shall not be required to effect more than a total of three (3) registrations two Registrations pursuant to this Section 2(b); (ii) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect a Shelf Takedown pursuant to this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown2. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At any time beginning on following the date falling six months following an Initial U.S. Offering, Closing the Initiating Holders of at least ten percent (10%) or more may request in writing that the aggregate of Registrable Securities Company shall have file a Registration Statement with respect to the right to request registration under the Securities Act and resale of all or any portion part of their the Registrable Securities pursuant Shares held by them that are not subject to a Registration Statement restriction on Transfer as set forth in Section 4.1 or restriction on Transfer or forfeiture as set forth in Section 3 of the Sponsor Letter Agreement, including without limitation on Form F-1 or any other appropriate form (each, a "“Demand Registration"”). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included As soon as practicable and in the Demand Registration. Upon any event within twenty (20) days after receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request to all the other Holders who and shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included include in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering registration all of the Registrable Securities that the Shares held by all such Holders thereof have requested who wish to be included participate in such Demand Registration as soon as practicable and provide the Company with written requests for inclusion therein within seven (7) days after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a group; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request receipt of the requesting Holders after the time such Demand Registration becomes effective (except Company’s notice; provided that no Holder who holds Registrable Shares that are subject to restriction on Transfer as set forth in Section 2(d)(i)-(iii) 4.1 or otherwise restriction on Transfer or forfeiture as a result a material adverse change set forth in the business, prospects, results of operations or financial condition of the Company) then the Company Section 3 shall be deemed have any right to have effected a Demand Registration. (b) At any time beginning such Holder’s Registrable Shares that are subject to such restriction on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Transfer or forfeiture participate in such Registration Statement on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, (a "Shelf Registration Statement") to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a "Shelf Registration"). Each request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commission, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant except to the Shelf Registration Statement and (iii) the day after the date extent such restriction on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume Transfer or other restriction under Rule 144 promulgated under the Securities Actforfeiture has expired or been waived. Notwithstanding any other provision hereof, no Holder's Registrable Securities shall be included in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf TakedownThereupon, the Company shall use its reasonable best efforts to prepare and file with effect the Commission a Shelf Supplement registration of all Registrable Shares as soon as practicable after the date on to which it has received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafterrequests for registration for; provided, however, that, : (i) the Company shall not be required to effect more than any registration under this Section 2.3 within a total period of three ninety (390) registrations days following the effective date of a previous registration filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested; (ii) the registration shall cover the public sale of Registrable Shares with an aggregate public offering price reasonably expected to be at least US$35,000,000; and (iii) if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company that in the good faith judgment of the board of directors of the Company (the “Board”) it is not in the Company’s best interests to file such registration, the Company may defer the filing for up to ninety (90) days once during any twelve (12) month period. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2(b); 2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed by the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration, then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the number of shares to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) if shares which the intended method Company may wish to register for its own account, and thereafter, to the extent necessary, (iii) shares held by the Holders (pro rata to the respective number of distribution is Registrable Shares requested by the Holders to be included in the registration); provided, however, that in any event all Registrable Shares must be included in such registration prior to any other shares of the Company. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an underwritten public offering, employee benefit plan) to be initiated after a registration requested pursuant to Section 2.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2.3. The Company shall not be required to effect more than two (2) registrations under this Section 2.3 for Initiating Holders (other than the PTK Holder) and the Company shall not be required to effect a Shelf Takedown pursuant to more than one (1) registration under this Section 2(b) unless such underwriting shall be conducted on a "firm commitment" basis, and (iii) the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice to the Holders of Registrable Securities, postpone the filing or effectiveness of a Registration Statement for a Demand Registration, a Shelf Registration Statement or a Shelf Supplement for a Shelf Takedown or suspend the use of a prospectus included in any such Registration Statement, 2.3 if the Board determines in its reasonable good faith judgment that PTK Holder is the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall Initiating Holder. A registration will not count as one of the permitted Demand Registrations hereunder and the Company shall pay all a requested registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to under this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) unless and until the duration of any one suspension or postponement may not exceed 60 days and (iii) Registration Statement relating to such registration has been declared effective by the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive monthsCommission. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account or any other offering not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold for the account of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf Takedown.

Demand Registration. (a) At If at any time beginning on commencing ten months from the ------------------- date falling six months following an Initial U.S. Offering, of the Holders of at least ten percent (10%) or more in the aggregate of Registrable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to a Registration Statement Company's initial public offering on Form F-1 or any other appropriate form (each, a "Demand Registration"). Each request for a Demand Registration shall specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of any such requestSB-2, the Company shall receive from holders of at least 50% of the shares of Shareholder Common Stock held by Shareholders other than Dr. Edmund Sun, a written request that the Company effect any registration of Shareholder Common Stock, the Company will: (a) promptly (but in no event later than 10 Business Days following receipt thereof) deliver give written notice of such request the proposed registration to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with the Commission a Registration Statement on Form F-1 or any other appropriate form covering all of the Registrable Securities that the Holders thereof have requested to be included in such Demand Registration as soon as practicable after the initial request is given (but in any event no later than 45 days thereafter) and shall use its 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 Demand Registration more than once in any twelve (12) month period for the Holders as a groupShareholders; provided, that a Registration Statement shall not count as a Demand Registration requested under this Section 2(a) unless and until it has become effective and the Holders included in such Demand Registration are able to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in such registration. Notwithstanding the foregoing, (i) if the Holders are unable to register all, and sell at least eighty percent (80%) of, the Registrable Securities requested to be included in a registration effected pursuant to this Section 2(a) twice in any twelve (12) month period or (ii) the Demand Registration is withdrawn at the request of the requesting Holders after the time such Demand Registration becomes effective (except as set forth in Section 2(d)(i)-(iii) or otherwise as a result a material adverse change in the business, prospects, results of operations or financial condition of the Company) then the Company shall be deemed to have effected a Demand Registration.and (b) At any time beginning on the date falling one year after an Initial U.S. Offering, the Investors shall have the right to request that the Company file a Registration Statement registration statement (on Form F-1, Form F-3 or any then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act S-3 or any successor rule thereto, (a "Shelf Registration Statement"form or on Form S-1 if Form S-3 is not then available) to register all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under with the Securities Act or any successor rule thereto (a "Shelf Registration"). Each SEC within 75 days after the initiating Shareholders request for a Shelf Registration shall specify the number of Registrable Securities requested to be included in the Shelf Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than 10 Business Days following receipt thereof) deliver notice of such request to all other Holders who shall then have 10 Business Days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall and use its reasonable best efforts to prepare and effect such registration (including, without limitation, the execution of an undertaking to file with the Commission a Shelf Registration Statement covering all of the Registrable Securities that the Holders have requested to be included in such Shelf Registration as soon as practicable (but in any event within 30 days) after the date on which the initial request is given and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared post-effective By: the Commission as soon as practicable thereafter. The Company agrees to use its reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earliest to occur of (i) the third anniversary of the date such Shelf Registration Statement initially is declared effective By: the Commissionamendments, (ii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (iii) the day after the date on which all of the Registrable Securities covered By: the Shelf Registration Statement may be sold without volume appropriate qualification under applicable blue sky or other restriction under Rule 144 promulgated state securities laws and appropriate compliance with applicable regulations issued under the Securities Act. Notwithstanding ) as would permit or facilitate the sale and distribution of such shares of Shareholder Common Stock as are specified in such request, together with all Shareholder Common Stock of any other provision hereof, no Holder's Registrable Securities shall be included Shareholders joining in any registration statement contemplated By: this Agreement unless and until such Holder furnishes to request as are specified in a written request received by the Company a fully completed notice and questionnaire substantially in the form attached hereto as Schedule B (the "Questionnaire") and such other information in writing as the Company may reasonably request in writing for use in connection with any registration statement and any related application to be filed with or under state securities laws. At any time during which a Shelf Registration Statement is effective, if a Holder covered By: such Shelf Registration Statement delivers a notice to the Company (a "Shelf Takedown Notice") stating that the Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement in the form of an underwritten firm commitment offering (a "Shelf Takedown") and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a "Shelf Supplement") such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated By: such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Upon within 30 days after receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than 3 days following receipt thereof) deliver such written notice of such Shelf Takedown Notice to all other Holders who shall then have 3 days from the date such notice is given to notify the Company in writing of their desire to be included in such Shelf Takedown. To the extent required under the Securities Act to effect such Shelf TakedownCompany; Provided, the Company shall use its reasonable best efforts to prepare and file with the Commission a Shelf Supplement as soon as practicable after the date on which it received the Shelf Takedown Notice (but in any event within 10 days) and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its reasonable best efforts to cause such Shelf Supplement to be declared effective By: the Commission as soon as practicable thereafter; provided, that, (i) however that the Company shall not be required obligated to take any action to effect more than a total of three (3) registrations any such registration, qualification or compliance pursuant to this Section 2(b)3.1: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the intended method of distribution is an underwritten public offeringIf, the Company shall not be required to effect at such time as a Shelf Takedown request for registration pursuant to this Section 2(b) unless 3.1 is pending, the Company has already effected one such underwriting shall be conducted on a "firm commitment" basisregistration pursuant to this Section 3.1, andand such registration has been declared or ordered effective; or (iii) During the Company shall not be required to effect any Shelf Takedown to be effected pursuant to this Section 2(b) unless at least ten percent (10%) of period starting with the Registrable Securities outstanding at the time of such request are to be included in such Shelf Takedown. (c) The Company may, upon written notice date 60 days prior to the Holders of Registrable Securitiesfiling of, postpone and ending on a date three months following the filing or effectiveness of a Registration Statement for a Demand Registrationeffective date of, a Shelf Registration Statement or registration statement (other than with respect to a Shelf Supplement for registration statement relating to a Shelf Takedown or suspend the use of a prospectus included in any such Registration StatementRule 145 transaction, if the Board determines in its reasonable good faith judgment that the filing of such Demand Registration, Shelf Registration or Shelf Takedown or the use of any such prospectus would (i) materially interfere with a significant acquisition, corporate organization, financing, securities an offering or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; and/or (iii) render the Company unable solely to comply with requirements under the Securities Act or Exchange Act; provided, that in such event the Holders of a majority of the Registrable Securities initiating such Demand Registration, Shelf Registration or Shelf Takedown shall be entitled to withdraw such request and, if such request for a Demand Registration is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses incurred By: the Company and any Holders in connection with such registration, including the fees and expenses of counsel for the Holders. The Company may not delay a Demand Registration, Shelf Registration or Shelf Takedown or suspend the use of a prospectus pursuant to this Section 2(c): (i) more than twice in any period of 12 consecutive months, (ii) the duration of any one suspension or postponement may not exceed 60 days and (iii) the total duration of any suspension or postponement period may not be more than 90 days in any period of 12 consecutive months. (d) If the Holders initially requesting a Demand Registration or Shelf Takedown elect to distribute the Registrable Securities covered By: their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant to Section 2(a) or Section 2(b) and the Company shall include such information in its notice to the other Holders. The underwriter or underwriters of each underwritten offering, if any, of the Registrable Securities to be registered in connection with such offering shall be mutually selected By: the Holders owning at least a majority of the Registrable Securities to be registered By: the Company. In the case of any offering or registration initiated By: the Company for its own account employees or any other offering registration which is not effected pursuant to Section 2(a) or Section 2(b) hereof, including any offering pursuant to which the Holders shall have piggyback rights pursuant to Section 3 hereof, the Company shall select a nationally recognized underwriter (or underwriters) for such offering in its sole discretion. (e) The Company shall not include in any Demand Registration or Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities included in such Demand Registration or Shelf Takedown. If a Demand Registration or Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Demand Registration or Shelf Takedown advises the Company and Holders in writing that, in its reasonable and good faith opinion, the number of Shares proposed to be included in the Demand Registration or Shelf Takedown, including all Registrable Securities and all other Shares proposed to be included in such underwritten offering, exceeds the number of Shares which can be sold in such underwritten offering and/or the number of Shares proposed to be included in such Demand Registration or Shelf Takedown would adversely affect the price per share of the Shares proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration or Shelf Takedown (i) first, the Registrable Securities that the Holders propose to sell, and (ii) second, the Shares proposed to be included therein By: any other Persons (including Shares to be sold appropriate for the account registration of the Company and/or other holders of Shares) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities proposed to be sold By: each such Holder in such Demand Registration or Shelf TakedownShareholder Common Stock).