Common use of Form F-3 Clause in Contracts

Form F-3. (a) At any time when the Company is eligible to use a Form F-3 registration statement, if the Company receives a request from a Holder that the Company file a Form F-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 US$1,000,000, then the Company shall (i) within ten (10) days after the date such request is given, provide a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file such Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by such Holder to the Company within fifteen (15) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3(b) and Section 3(c). (b) The Company shall use its reasonable best efforts to effect promptly, subject to the provisions of Section 3(c) below, the registration of all shares on Form F-3 to the extent requested by such Holder or Holders; provided, however, that the provisions of Section 2(c) shall also apply to this Section 3. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to a request of a Holder under this Section 3 (i) more than two (2) times during any twelve (12)-month period, (ii) 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 or Company Underwritten Offering, provided, however, that the Company is actively employing in reasonable best efforts to cause such registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, or (iii) during the period that is ninety (90) days following the effective date of a Company-initiated registration or Company Underwritten Offering (as such period may be extended pursuant to FINRA Rule 2711(f) in connection with any such offering).

Form F-3. (a) At any time when The Company meets the Company is eligible to requirements for use a of Form F-3 registration statement, if under the Company receives Act and has prepared and filed with the Commission a request from a Holder that the Company file a Form F-3 shelf registration statement with respect (File Number 333-286932) on Form F-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares and other securities of the Company. Such Registration Statement, including any amendments thereto filed prior to outstanding Registrable Securities the Execution Time or prior to any such time this representation is repeated or deemed to be made, automatically became effective on May 2, 2025 and no stop order suspending the effectiveness of such Holders having an anticipated aggregate offering pricethe Registration Statement has been issued under the Act and no proceedings for that purpose have been instituted or are pending or, net to the knowledge of Selling Expensesthe Company, are contemplated or threatened by the Commission, and any request on the part of at least US$1,000,000, then the Commission for additional or supplemental information has been complied with. The Company shall (ifile with the Commission the Prospectus Supplement relating to the Shares in accordance with Rule 424(b) within ten (10) days promptly after the date such request is given, provide a Demand Notice to all Holders other than the Initiating Holders; and Execution Time (ii) as soon as practicable, and but in any event within thirty (30) days after in the date such request is given time period prescribed thereby). As filed, the Prospectus will contain all information required by the Initiating HoldersAct and the rules thereunder, file such Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holdersand, as specified by notice given by such Holder to the Company within fifteen (15) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3(b) and Section 3(c). (b) The Company shall use its reasonable best efforts to effect promptly, subject to the provisions of Section 3(c) below, the registration of all shares on Form F-3 except to the extent requested by such Holder or Holders; provided, however, that the provisions of Section 2(c) Managers shall also apply to this Section 3. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant agree in writing to a request of a Holder under modification, shall be in all substantive respects in the form furnished to the Managers prior to the Execution Time or prior to any such time this Section 3 (i) more than two (2) representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made, and at all times during any twelve (12)-month period, (ii) during which a prospectus is required by the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering, provided, however, that the Company is actively employing in reasonable best efforts to cause such registration statement Act to be filed and to become effective delivered (whether physically or to cause such Company Underwritten Offering to be effected and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, through compliance with Rule 172 or (iii) during the period that is ninety (90) days following the effective date of a Company-initiated registration or Company Underwritten Offering (as such period may be extended pursuant to FINRA Rule 2711(fany similar rule) in connection with any such offeringoffer or sale of Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by the Managers relating to the Managers expressly for use therein.

Form F-3. (a“Shelf”) At any time when Registration. Following an IPO, in the Company is eligible to use a Form F-3 registration statement, if the Company receives a request from a Holder event that the Company file shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form F-3 registration statement F-3, and any related qualification or compliance, with respect to outstanding Registrable Securities where the aggregate net proceeds from the sale of such Holders having an anticipated aggregate offering priceRegistrable Securities equal not less than $3,000,000, net of Selling Expenses, of at least US$1,000,000, then the Company shall will within twenty (i) within ten (1020) days after the date receipt of any such request is givengive written notice of the proposed registration, provide a Demand Notice and any related qualification or compliance, to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and include in any event within thirty (30) days after the date such request is given by the Initiating Holders, file such Form F-3 registration statement under the Securities Act covering all Registrable Securities requested held by all such Holders who wish to be included participate in such registration by any other Holders, as specified by notice given by such Holder to and provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the date Company’s notice. Thereupon, the Demand Notice is givenCompany shall effect such registration and all such qualifications and compliances as soon as practicable but in no event later than forty five (45) days from the Holder’s initial request, and in each case, subject to as would permit or facilitate the limitations of Section 3(b) sale and Section 3(c). (b) The Company shall use its reasonable best efforts to effect promptly, subject to the provisions of Section 3(c) below, the registration distribution of all or such portion of such Holder’ s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, if the managing underwriter advises the Holders in writing that marketing factors require a limitation of the number of shares on Form F-3 to be underwritten, then, such shares shall be excluded from such registration and underwriting, to the extent requested necessary to satisfy such limitation, first shares held by such Holder or HoldersQualified Holders other than the Investors, and second, Founder Registrable Securities (if any) (in each case on a pro rata basis and pro rata to the respective number of Registrable Securities required by the Holders to be included in the registration); provided, however, that the provisions of Section 2(c) shall also apply to this Section 3. (c) The Company shall not be obligated to effecteffect any such registration, qualification or to take any action to effectcompliance, any registration pursuant to this Section 2.4, (i) if Form F-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $3,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for such Form F-3 registration statement to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of a the Holder or Holders under this Section 3 (i) more than two (2) times during any twelve (12)-month period, (ii) 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 or Company Underwritten Offering, 2.4; provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 pursuant to this Section 2.4; (v) during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following 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), provided that the Company is actively employing in good faith reasonable best efforts to cause such registration statement to be filed and to become effective and that the Company’ s estimate of the date of filing such registration statement is made in good faith; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to cause execute a general consent to service of process in effecting such Company Underwritten Offering registration, qualification or compliance. At the request of the Initiating Holder requesting a registration on Form F-3 (or comparable or successor form), such registration statement shall be a “shelf” registration statement for an offering to be effected and provided, further that nothing in this subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, made on a delayed or (iii) during the period that is ninety (90) days following the effective date of a Company-initiated registration or Company Underwritten Offering (as such period may be extended continuous basis pursuant to FINRA Rule 2711(f) in connection with 415 or any such offeringsuccessor rule under the Securities Act (the “Shelf Registration Statement”).

Form F-3. (a) At any time when Following the Company is eligible to use a Form F-3 registration statementInitial Public Offering, if the Company receives a request from a Holder that the Company file a Form F-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 US$1,000,000, then the Company shall (i) within ten (10) days after the date such request is given, provide a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file such Form F-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by such Holder to the Company within fifteen (15) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 3(b) and Section 3(c). (b) The Company shall use its reasonable best efforts to effect promptly, subject to the provisions of Section 3(c) below, the qualify for registration of all shares on Form F-3 for secondary sales. After the Company has qualified for the use of Form F-3 (and provided that the Company is then eligible to use Form F-3), the extent requested Holders shall have the right to request three (3) registrations on Form F-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holder or Holders; providedholders), however, provided that the provisions of Section 2(c) shall also apply to this Section 3. (c) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to a request of a Holder under this Section 3 3(c): (i) Unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than two (2) times during any twelve (12)-month period, $10,000,000; (ii) during Within one hundred eighty (180) days of the effective date of the most recent registration pursuant to this Section 3(c) in which securities held by the requesting Holder could have been included for sale or distribution; (iii) 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 or applicable rules or regulations thereunder; (iv) During the period that is thirty starting with the date sixty (3060) days before prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a Company-initiated registration of securities in a Rule 145 transaction under the Securities Act or with respect to an employee benefit plan), provided that the Company Underwritten Offering, is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 3(c)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is actively employing not made within that period and the Company may only exercise this right once in reasonable best efforts any twelve (12)-month period; or (v) If the Company shall furnish to cause such the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed and to become effective or to cause such Company Underwritten Offering to be effected and providedin the near future, further that nothing in this subparagraph (ii) shall derogate from which case the Company’s obligations under obligation to use its best efforts to comply with this Section 5 hereof, or (iii3(c) during the shall be deferred for a period that is not to exceed ninety (90) days following from the effective date of receipt of written request from the Holders; provided, however, that the Company shall not exercise such right more than once in any twelve (12)-month period. The Company shall give written notice to all Holders of the receipt of a Company-initiated request for registration or Company Underwritten Offering (as such period may be extended pursuant to FINRA Rule 2711(fthis Section 3(c) and shall provide a reasonable opportunity for other Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 3(a)(ii) above shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form F-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. In the event any Holder requests a registration pursuant to this Section 3(c) in connection with any a distribution of Registrable Securities to its partners or members, the registration shall provide for the resale by such offering)partners or members, if requested by such Holder.