Common use of Request by Holders Clause in Contracts

Request by Holders. Upon receipt of a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from the Holders that hold of at least twenty thirty percent (2030%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the effectiveness of a registration statement for a Qualified IPO, receive a written request from Holders that hold the Holder of at least twenty ten percent (2010%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of the Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten fifteen (1015) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall at any time beginning 180 days after the date of the closing of the IPO receive a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) any Holder that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.1, then the Company shall, within ten five (105) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for effect the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.1; provided that, in connection with a demand registration requested pursuant to this Section 2.1, the Company shall use best efforts to cause any registration statement relating thereto to be filed with the Commission within 30 days after such request and the Company shall use best efforts to cause such registration statement to be declared effective by the Commission within 60 days of such request; provided, that the Company shall not be obligated to effect any such registration: (i) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 or Section 2.3 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.2, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with the intended method of distribution specified in such Demand RequestSection 2.3(b); (ii) use its reasonable best efforts to have if such Registration Statement declared effective by Holders, together with the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to holders of any other securities of the Company until entitled to inclusion in such date Registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before payment of any underwriters’ discounts or commissions) of less than U.S. $1,000,000; (iii) if 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 qualified to do business or subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) if the Company shall furnish to the Holder requesting such Registration a certificate signed by the Chairman of the Board of Directors 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 its shareholders for such Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days following effectiveness after receipt of the request of the Investor requesting Registration Statement filed in response under this Section 2.3, provided that the Company shall not register any of its other securities during such ninety (90) day period; or (v) after the Company has effected two (2) such registrations pursuant to the Demand Requestthis Section 2.1(a), and each such registration has been declared or ordered effective.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the effectiveness of a registration statement for a Qualified IPO, receive a written request from any Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of the Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If at any time after the earlier of (i) the fourth anniversary of the date hereof, or (ii) the closing of the Company’s first firm commitment underwritten public offering the Company shall receive a written request from the Holders that hold of at least twenty thirty percent (2030%) of the Registrable Securities then outstanding (to file a registration statement under the “Requesting Holders”) that Securities Act covering the Company register registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect, or to take any action to effect, any such Registrable Securities registration if: (i) In any particular jurisdiction in accordance with which the intended method Company would be required to execute a general consent to service of distribution specified process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such Demand Requestjurisdiction and except as may be required by the Securities Act; (ii) use its After the Company has initiated three (3) such registrations pursuant to this Section 2.3 (counting for these purposes only registrations which have been declared or ordered effective); (iii) 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 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 best efforts to have cause such Registration Statement declared effective by registration statement to become effective; (iv) If the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than Initiating Holders (defined below) propose to dispose of Registrable Securities which may be immediately registered on Form F-3 pursuant to a Registration Statement on Form S-4 or S-8 request made under Section 4 hereof; (or similar or successor forms), with respect v) If the Initiating Holders (defined below) do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to any other securities the consent of the Company, which consent will not be unreasonably withheld); or (vi) If the Company until such date which is ninety and the Initiating Holders (90defined below) days following effectiveness are unable to obtain the commitment of the Registration Statement filed underwriter described in response clause (v) above to firmly underwrite the Demand Requestoffer.

Request by Holders. Upon receipt of If the Company receives at any time a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which that the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which that is ninety one hundred and eighty (90180) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of a the written request from of any Holder or Holders that hold who, in the aggregate, own at least twenty percent (20%) 15% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register effect the registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities held by Requesting Holders (a “Demand Request”)and specifying the intended method of disposition thereof, then the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Securities which the Requesting Holders and Company has been requested to register by any other Holders who Holder thereof by written request given to the Company that their Registrable Securities be registered within twenty 15 days after the giving of such written notice by the Company (20) days which request shall specify the intended method of the mailing of the Request Notice, providing for the registration under the Securities Act disposition of such Registrable Securities to the extent necessary Securities), so as to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified the Registrable Securities so to be registered; provided, that, unless Holders of a majority of the Registrable Securities consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4(a) (i) unless the aggregate requests by the Holder or Holders for such Demand Request; registration cover at least 15% of the number of Registrable Securities then outstanding or (ii) use its reasonable best efforts (other than a registration statement on Form S-3 or any successor or similar short-form registration statement) within a period of nine months after the effective date of any other registration statement relating to have such Registration Statement declared effective (A) any registration request under this Section 4(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or (B) any registration effected under Section 3, or (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the SEC as soon as practicable thereafter; and refrain from Company at the end of its fiscal year, in which case the filing any other Registration Statements, other than pursuant may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect be registered agree to any other securities pay the expenses of the Company until in connection with such date which is ninety (90) days following effectiveness of an audit other than the Registration Statement filed in response to the Demand Requestregular audit).

Request by Holders. Upon receipt If the Company shall at any time after the earlier of six (6) months after the closing of an IPO, or three (3) years after Closing receive a written request from Initiating Holders that hold at least twenty percent (20%) of the Company effect a registration, qualification or compliance with respect to the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 3.5, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety such registration, qualification or compliance (90including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) days as may be so requested and as would permit or facilitate the sale and distribution of the date all or such portion of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which as are specified in such request, together with all or such 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 has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing after receipt of the Request Notice, providing for subject only to the limitations of this Section 3.5; provided that the Company shall not be obligated to effect any such registration: (i) 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 transaction under Rule 145 promulgated under the Securities Act of (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such Registrable Securities registration statement to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Requestbecome effective; (ii) use its reasonable best efforts After the Company has effected two (2) such registrations pursuant to have this Section 3.5(a), and such Registration Statement registration has been declared effective by or ordered effective; or (iii) If the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than Initiating Holders may dispose of shares of Registrable Securities pursuant to a Registration Statement registration statement on Form S-4 S-3 or S-8 Form F-3 under the Securities Act as in effect on the date hereof or any successor form under the Securities Act (or similar or successor forms), with respect “Form S-3/F-3”) pursuant to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requesta request made under Section 3.7 hereof.

Request by Holders. Upon receipt of If the Company shall receive a written request from (i) the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding at any time after the fifth (5th) anniversary of the Closing Date or (ii) the Holders of at least thirty percent (30%) of the Registrable Securities then outstanding at any time after six (6) months following the effectiveness of a registration statement for a Qualified Public Offering that hold the Company file certain registration statement on a form other than Form F-3 under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding pursuant to this Section 2.3 (or any lesser percentage if the “Requesting Holders”) that anticipated gross receipts from the Company register Registrable Securities held by Requesting Holders (a “Demand Request”offering are not less than US$20,000,000), then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) months period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested to be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the Closing Date (as defined in the Share Purchase Agreement), or (ii) 180 days following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least 25% of the Registrable Securities then outstanding that hold the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities then outstanding pursuant to this Section 2.3 (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”as applicable), then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give a written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.3 is not consummated for any reason other than solely due to the action or inaction of the Holders including the Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have Registration, such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant shall not be deemed to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness constitute one of the Registration Statement filed rights granted pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in response a jurisdiction other than the United States as designated by such Holders, it is being understood and agreed that in each such case all references in this Agreement to the Demand RequestSecurities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) six (6) years after Closing or (ii) one (1) year following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that hold the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the effectiveness of a registration statement for a an Initial Public Offering, receive a written request from the Holders that hold of at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (Outstanding, which Holders include the “Requesting Holders”) Series C Supermajority, that the Company register file a registration statement under the Securities Act covering the registration of the Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-1” or “Form F-3” shall be deemed to refer to Form S-1 or Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-1 or Form F-3, as applicable.

Request by Holders. Upon receipt If the Company receives at any time after the earlier of (i) the first anniversary of the date hereof or (ii) the completion by the Company of a merger, consolidation, sale, transfer, lease or other conveyance of all or substantially all of the assets or any other similar business combination or transaction with another company listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, a written request from Holders that hold at least twenty thirty-five percent (2035%) of the Registrable Securities then outstanding (the “Requesting Holders”"REQUESTING HOLDERS") that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”"DEMAND REQUEST"), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of If the Company shall receive a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) a Holder that the Company register file a Registration Statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders pursuant to this Section 2.1 (a “Demand Request”"Holder Notice"), then the Company shall, within ten (10) days after 10 Business Days of the receipt of such Demand RequestHolder Notice, give written notice of such request (“Request "Company Notice”") to all Holders. Each Demand Request shall (x) specify The Holders shall, within 20 days after receipt of the Company Notice, deliver written notice to the Company of the number of Registrable Securities that Holders electing to participate in the Requesting Holders intend to sell or dispose ofdemand rights under this Section 2.1(a) ("Inclusion Notice"), (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause shall use its commercially reasonable efforts to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered in the Inclusion Notice, subject only to the extent necessary limitations of this Section 2.1. Notwithstanding the foregoing and provided that SJMB, L.P. shall be entitled to permit one demand registration under this Section 2.1 regardless of its percentage of the disposition Registrable Securities Then Outstanding, the Company shall not be required to effect a registration under this Section 2.1(a) if (x) the Registrable Securities requested by all Holders to be registered in the Inclusion Notice is less than 8% of the Registrable Securities Then Outstanding, (y) the Company has, within the six month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.1, or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.2, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety registration) pursuant to the provisions of Section 2.2(a) or (90z) days following effectiveness at the time of the Company's receipt of the Holder Notice, the filing of the Registration Statement filed in response or at any time during which the Registration Statement is effective, the Company is not eligible to register ("S3 Eligible") the Demand Requestresale of shares by Holders on Form S-3 under General Instructions I.A and I.B.3 to Form S-3 (or applicable successor form).

Request by Holders. Upon receipt of a At any time, and from time to time, after 90 days following the Closing, upon the written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) any Holder requesting that the Company register Registrable effect the registration under the Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt Act of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition part of the Registrable Securities and (z) specify specifying the expected price range (net intended method of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Requestdisposition thereof, the Company shall: (i) cause to be filed, as soon promptly as practicable, but within ninety use its reasonable best efforts to effect the registration under the Securities Act (90including by means of a shelf registration (which the Company shall not be required to keep effective for more than 120 days) days pursuant to Rule 415 under the Securities Act (or any successor rule thereto) if so requested and if the Company is then eligible to effect a shelf registration for such disposition) of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary so as to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified in such Demand Request; (ii) use its reasonable best efforts the Registrable Securities so to have such Registration Statement declared be registered; provided that the Company shall not be obligated to file a registration statement relating to any request for registration under this Section 6.01 within a period of 180 days after the effective by the SEC as soon as practicable thereafter; and refrain from filing date of any other Registration Statements, other registration statement or prospectus which included Ordinary Shares of the Holder making such request or its Affiliates under this Section 6.01; provided further that the Company shall not be required to effect more than eight requested registrations pursuant to a Registration Statement this Article VI. The Holder providing such notice shall also notify the other Holders, each of which shall be able to request that Voting Shares they Beneficially Own be included as part of such requested registration; provided that during the period commencing on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities the Closing and ending on the first anniversary of the Closing, the Company until shall not be obligated to effect more than one such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestrequested registration.

Request by Holders. Upon receipt of a written request from Holders that hold at least twenty percent (20%) At any time following the closing of the Registrable Securities then outstanding Company’s Initial Offering and until the expiration of the seventh (7th) anniversary thereof, but subject to the terms of any “Requesting Holderslock-up agreement” entered into between the underwriters of the Initial Offering (or, in the event that the Initial Offering is a SPAC Transaction, between the Company) and a Holder (unless waived by such underwriters), the Initiating Holders may request in writing (a “Form F-1 Request Notice”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within pursuant to this Section 2.2.1. Within ten (10) days Business Days after receipt of any such Demand RequestForm F-1 Request Notice, the Company shall give written notice of such request (“Request Notice”) to the other Holders and shall include in such registration all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that held by all such Holders who wish to participate in such demand registration and provide the Requesting Holders intend to sell or dispose of, Company with written requests for inclusion therein within fifteen (y15) state Business Days after the intended method or methods of sale or disposition receipt of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable SecuritiesCompany’s notice. Following receipt of a Demand RequestThereupon, the Company shall: (i) cause shall make commercially reasonable best efforts to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for effect the registration under the Securities Act of such all Registrable Securities as to which it has received requests for registration; provided, however, that the Company shall not be required to effect any registration under this Section 2.2: (a) within a period of one hundred and eighty (180) days following the effective date of a previous registration pursuant to this Section 2.2 or Section 2.3, or in which the Holders had an opportunity to participate pursuant to the extent necessary provisions of Section 2.1; (b) if the Holders propose to permit the disposition of such sell Registrable Securities in accordance with at an estimated aggregate price to the intended method public (net of distribution specified in such Demand Request; any underwriters’ discounts or commissions) of less than US$5,000,000; (iic) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of if the Company until such date which gives notice that it is engaged in preparation of a registration statement to be filed, in the Company’s good faith estimate, within ninety (90) days following effectiveness from the date of the Registration Statement filed Form F-1 Request Notice in response which the Holder may include its Registrable Securities, provided that the Company is employing in good faith commercially reasonable efforts to cause such registration statement to become effective and, further provided that the Demand RequestHolders are entitled to request that the Company register all of their Registrable Securities for resale pursuant to Section 2.1 of this Agreement (subject to underwriting limitations set forth in Section 2.2.2 below), provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period if, during either of the two previous usages, it did not ultimately complete a registration pursuant to which the requesting Holder was actually entitled to sell Ordinary Shares; or (d) if such registration could be effected on a Form F-3.

Request by Holders. Upon receipt of If the Company shall at any time after the Effective Date receive a written request from the Holders that hold of at least twenty thirty percent (2030%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.1, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request , and shall (x) specify the number of Registrable Securities that the Requesting Holders intend use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within ten (10) Business Days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.1; provided that the Company shall not be obligated to effect any such registration if (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.1 or Section 2.2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.3, other than a registration from which the Registrable Securities in accordance of Holders have been excluded (with respect to all or any portion of the intended method of distribution specified Registrable Securities the Holders requested be included in such Demand Request; registration), or (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities aggregate market value of the Company until Registrable Securities initially requested to be included in such date which is ninety registration (90) days following effectiveness of the Registration Statement filed not including any Registrable Securities subsequently requested to be included in response to the Demand RequestRequest Notice), calculated based upon the average closing price of the Registrable Securities for the ten (10) consecutive trading days immediately prior to the date of the Holders’ written request for such registration pursuant to this Section 2.1(a), is less than US$50,000,000.

Request by Holders. Upon receipt of At any time on or after the Effective Date, if the Company receives at any time a written request from Holders that hold owning at least twenty percent (20%) 50% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) 60 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request, together with, subject to Section 2.1(d), any additional shares of Common Stock to be issued by the Company or owned by any other holder that may be entitled to participate in such registration, that the Company or such holder may desire to sell in connection with the proposed distribution; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) 180 days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) June 30, 2007 or (ii) twelve (12) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request from the Holders that hold of at least 50% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.3 of not less than the lesser of (i) twenty percent (20%) of the Registrable Securities then outstanding or (ii) any lesser percentage if the “Requesting Holders”) that anticipated gross proceeds from the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)offering exceed US$5,000,000, then the Company shall, within ten (10) days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and as soon as practicable, file and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(b). For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Request by Holders. Upon receipt If the Company receives at any time commencing on the date that is one hundred and eighty (180) days after the closing of the Company’s underwritten IPO, a written request from Holders that hold at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request NoticeNotice by the Company, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) that date that is four (4) years following the Closing Date (as defined in the Share Purchase Agreement) or (ii) the closing of an IPO, receive a written request from the Holders that hold of at least twenty percent (20%) % of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall receive at any time after the earlier of seven (7) years after September 2, 2022 or six (6) months after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act, a written request from the Holders that hold of at least twenty forty percent (2040%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.2, then the Company shall, within ten twenty (1020) days after the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of such this Section 2; provided that the Registrable Securities in accordance requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any registration pursuant to this Section 2.2 during the period starting with the intended method date sixty (60) days prior to the Company’s good faith estimate of distribution specified the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 2.3 hereof; provided that the Company is actively employing in such Demand Request; (ii) use its good faith all commercially reasonable best efforts to have cause such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant registration statement to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestbe effective.

Request by Holders. Upon receipt of a written request from one or more Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company Partnership register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company Partnership shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (a “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities; provided that any Demand Request must relate to Registrable Securities having a fair market value equal to or greater than $5,000,000 based on the average closing price of the Common Units on the New York Stock Exchange (or such other exchange on which the Common Units may then be listed) for the five business days immediately prior to the Demand Request (the “Minimum Amount”). Following receipt of a Demand Request, the Company Partnership shall: (i) cause to be filed, as soon as practicable, but within ninety thirty (9030) days of the date of delivery to the Company Partnership of the Demand Request, a Registration Statement covering such Registrable Securities which the Company Partnership has been so requested to register by the Requesting Holders and other Holders who request to the Company Partnership that their Registrable Securities be registered within twenty ten (2010) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafterthereafter and no later than ninety (90) days after the filing of such Registration Statement; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company Partnership until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of a the written request from of the Holders that hold of at ------------------ least twenty percent (20%) 10% of the Registrable Securities then outstanding Shares (calculated on the “Requesting Holders”based on the number in clause (i) of its definition) that BAMSI effect the Company register Registrable registration under the Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt Act of all or part of such Demand RequestHolders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, BAMSI will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company BAMSI has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of at least 10% of the mailing of Registrable Shares; and (ii) all other Registrable Shares which BAMSI has been requested to register by any other Holder thereof by written request received by BAMSI within 21 days after the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by BAMSI (which request shall specify the extent necessary to permit the intended method of disposition of such Registrable Securities Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations pursuant to this Section 4; provided, further, that BAMSI -------- ------- shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the effective date of the registration statement referred to in accordance such notice, or (y) within a period of 90 days after the effective date of any other registration statement of BAMSI requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 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 BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the intended method of distribution specified SEC in connection therewith but prior to such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement demand registration being declared effective by the SEC or (II) which is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such date which is ninety (90) days following effectiveness event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the Registration Statement filed 21-day period referred to in response clause (ii) above, BAMSI will notify all the Holders to be included in the Demand Requestregistration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon receipt If the Company shall receive at any time (but not within 12 months of the effective date of another Demand Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2), a written request ("Demand Notice") from Holders any Holder who holds Registrable Securities in excess of 1% of the then outstanding number of shares of Class A Common Stock (each such Person eligible to make a request, an "Eligible Holder" and each such Person who makes a request, a "Requestor") that hold at least twenty percent the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within fifteen (20%15) business days of the receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)such Eligible Holder, then the Company Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such Demand Request, give written notice shall inform the Company of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities the Eligible Holder wishes to include in such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (including but not limited to a Requestor) are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the Registration under the Securities Act of all Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the Requesting Holders intend Applicable Securities requested by the Requestor(s) to sell or dispose of, be registered pursuant to such request must either: (yi) state the intended method or methods be at least ten percent (10%) of sale or disposition of the all Registrable Securities and then outstanding (zbut having an anticipated aggregate public offering price of at least $5,000,000) specify the expected or (ii) have an anticipated aggregate public offering price range (net of before any underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other not less than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request$10,000,000.

Request by Holders. Upon receipt of If the Company receives at any time a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety one hundred and eighty (90180) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If the Company receives at any time commencing on the earlier of (i) one hundred and eighty (180) days after the closing of the Company’s underwritten IPO and (ii) the completion by the Company of a merger, consolidation, sale, transfer, lease or other conveyance of all or substantially all of the assets or any other similar business combination or transaction with another company listed on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap Market, a written request from Holders that hold at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders for sale in an underwritten public offering (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Such Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, of and (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Requestan underwritten public offering; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other equity securities of the Company until such date which is ninety (90) days following effectiveness of during the Registration Statement filed in response to the Demand Requestapplicable Lock-Up Period.

Request by Holders. Upon receipt Subject to the terms of this Agreement, if the Company shall, at any time after the expiry of one hundred eighty (180) days following the effective date of a registration statement for an IPO, receive a written request from the Holders that hold of at least twenty ten percent (2010%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act (other than Form F-3 or Form S-3) covering the registration of a minimum fifteen percent (15%) of the Registrable Securities held by Requesting of such requesting Holders (a “Demand Request”)with an anticipated gross proceeds from the registration exceeding US$500,000 pursuant to this Section 3.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all the Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all the Registrable Securities that the Holders request to be registered and included in such registration by a written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice. For the purposes of this Agreement, reference to permit registration of securities under the disposition of such Registrable Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, a jurisdiction other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms)the United States as designated by such Holders, with respect to any other securities of the Company until it being understood and agreed that in each such date which is ninety (90) days following effectiveness of the Registration Statement filed event all references in response this Agreement to the Demand RequestSecurities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, and to U.S. law and the SEC, shall be deemed to refer to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Request by Holders. Upon receipt of If the Company shall receive a written request from the Holders that hold of at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held pursuant to this Section 3; and provided that (i) the Registrable Securities to be registered would exceed twenty percent (20%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed 5% of the market capitalization of the Company, which is determined by Requesting Holders (a “Demand Request”)the opening price of the Company’s registered shares as of the first trading day immediately after the occurrence of the IPO, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(b). The Company until such date which is ninety shall be obligated to effect no more than one (901) days following effectiveness registration pursuant to this Section 3 or Section 5 for every 5% of the Registration Statement filed in response Company’s outstanding share capital on a fully-diluted (by treasury method) basis held by the Holders, such percentage to be calculated as of the Demand Requestdate immediately following the date hereof.

Request by Holders. Upon receipt On or after the date that is one hundred eighty (180) days after the closing date of a the Offering, upon the written request from of the Holders that hold of at least twenty ten percent (2010%) of the Registrable Securities then outstanding Shares (based on the “Requesting Holders”number in clause (i) of the definition thereof) that AremisSoft effect the Company register registration under the Securities Act of all or part of such Holders' Registrable Securities held by Requesting Holders Shares, and specifying the amount (a “Demand Request”), then the Company shall, within which shall not be less than ten percent (10%) days after receipt of such Demand Requestthe Registrable Shares (based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, AremisSoft will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company Shares that AremisSoft has been so requested to register by Holders of at least ten percent (10%) of the Requesting Holders Registrable Shares; and (ii) all other Holders who Registrable Shares that AremisSoft has been requested to register by any other Holder thereof by written request to the Company that their Registrable Securities be registered received by AremisSoft within twenty twenty-one (2021) days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by AremisSoft (which request shall specify the extent necessary to permit the intended method of disposition of such Registrable Securities Shares); provided, however, that AremisSoft shall not be required to effect more than three (3) registrations pursuant to this Section 4; provided, further, that AremisSoft shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by AremisSoft of an intended registration and prior to the effective date of the registration statement referred to in accordance such notice, (y) within a period of ninety (90) days after the effective date of any other registration statement of AremisSoft requested by a Holder pursuant to this Section 4 or pursuant to which any Holder included Registrable Shares, or (z) if the Board of AremisSoft determines in good faith that, in view of the advisability of deferring public disclosure of material corporate developments, such registration and the disclosure required to be made in connection therewith would not be in the best interests of AremisSoft at such time or that, in light of other factors and considerations (including without limitation the pendency of a presently effective registration statement initiated by AremisSoft), such registration would be seriously detrimental to AremisSoft (in which event AremisSoft's obligation to file a registration statement under this Section 4 shall be deferred for a period not to exceed ninety (90) days from the receipt of the registration request). The Holders initially requesting a registration pursuant to this Section 4 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 AremisSoft revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (I) that is subsequently withdrawn by the Holders after AremisSoft has filed a registration statement with the intended method of distribution specified SEC in connection therewith but prior to such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement demand registration being declared effective by the SEC or (II) that is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such date which is ninety (90) days following effectiveness event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the Registration Statement filed twenty-one (21) day period referred to in response clause (ii) above, AremisSoft will notify all the Holders to be included in the Demand Requestregistration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon receipt If at any time after six (6) months following the closing of the Company’s first firm commitment underwritten public offering the Company shall receive a written request from the Holders that hold of at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (to file a registration statement under the “Requesting Holders”) that Securities Act covering the Company register registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect, or to take any action to effect, any such Registrable Securities registration if: (i) In any particular jurisdiction in accordance with which the intended method Company would be required to execute a general consent to service of distribution specified process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such Demand Requestjurisdiction and except as may be required by the Securities Act; (ii) use its After the Company has initiated three (3) such registrations pursuant to this section (counting for these purposes only registrations which have been declared or ordered effective); (iii) 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 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 best efforts to have cause such Registration Statement declared effective by registration statement to become effective; (iv) If the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than Initiating Holders (defined below) propose to dispose of Registrable Securities which may be immediately registered on Form F-3 pursuant to a Registration Statement on Form S-4 or S-8 request made under section 4 hereof; (or similar or successor forms), with respect v) If the Initiating Holders (defined below) do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to any other securities the consent of the Company, which consent will not be unreasonably withheld); or (vi) If the Company until such date which is ninety and the Initiating Holders (90defined below) days following effectiveness are unable to obtain the commitment of the Registration Statement filed underwriter described in response clause (v) above to firmly underwrite the Demand Requestoffer.

Request by Holders. Upon receipt of a the written request from of the Holders that hold of at least twenty ten percent (2010%) of the Registrable Securities then outstanding Shares (based on the “Requesting Holders”number in clause (i) of the definition thereof) that Track 'n Trail effect the Company register registration under the Securities Act of all or part of such Holders' Registrable Securities held by Requesting Holders Shares, and specifying the amount (a “Demand Request”), then the Company shall, within which shall not be less than ten percent (10%) days after receipt of such Demand Requestthe Registrable Shares (based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, Track 'n Trail will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company Shares that Track 'n Trail has been so requested to register by Holders of at least ten percent (10%) of the Requesting Holders Registrable Shares; and (ii) all other Holders who Registrable Shares that Track 'n Trail has been requested to register by any other Holder thereof by written request to the Company that their Registrable Securities be registered received by Track 'n Trail within twenty twenty-one (2021) days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by Track 'n Trail (which request shall specify the extent necessary to permit the intended method of disposition of such Registrable Securities Shares); PROVIDED, HOWEVER, that Track 'n Trail shall not be required to effect more than three (3) registrations pursuant to this Section 4; PROVIDED, FURTHER, that Track 'n Trail shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by Track 'n Trail of an intended registration and prior to the effective date of the registration statement referred to in accordance such notice, (y) within a period of ninety (90) days after the effective date of any other registration statement of Track 'n Trail requested by a Holder pursuant to this Section 4 or pursuant to which any Holder included Registrable Shares, or (z) if the Board of Directors of Track 'n Trail determines in good faith that, in view of the advisability of deferring public disclosure of material corporate developments, such registration and the disclosure required to be made in connection therewith would not be in the best interests of Track 'n Trail at such time or that, in light of other factors and considerations (including without limitation the pendency of a presently effective registration statement initiated by Track 'n Trail), such registration would be seriously detrimental to Track 'n Trail (in which event Track 'n Trail's obligation to file a registration statement under this Section 4 shall be deferred for a period not to exceed ninety (90) days from the receipt of the registration request). The Holders initially requesting a registration pursuant to this Section 4 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 Track 'n Trail revoking such request; PROVIDED, HOWEVER, that, in the event the Holders shall have made a written request for a demand registration (I) that is subsequently withdrawn by the Holders after Track 'n Trail has filed a registration statement with the intended method of distribution specified SEC in connection therewith but prior to such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement demand registration being declared effective by the SEC or (II) that is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such date which is ninety (90) days following effectiveness event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the Registration Statement filed twenty-one- (21-) day period referred to in response clause (ii) above, Track 'n Trail will notify all the Holders to be included in the Demand Requestregistration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon receipt If, at any time following the first anniversary of the Closing, as defined in the Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3, the Company receives a written request from the Holders that hold at least twenty of twenty-five percent (2025%) of the Registrable Securities then outstanding (Purchased Shares issued as of the “Requesting Holders”) Closing that the Company register file a registration statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)Securities, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“"Request Notice”") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2(b) or Section 2(c) or (d), other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration; provided, further, that the Company shall have no obligation to file any registration statement contemplated by this Section 2(b) if the expected gross proceeds of the sale of Registrable Securities under such registration statement, based on the market price of the Common Stock as of the date of the initial request for such registration delivered by the Holders, does not exceed Three Million Dollars ($3,000,000). If requested by such Holders, the Company shall register such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 S-1 or S-8 (or similar or any successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestregistration form.

Request by Holders. Upon receipt of If the Company receives a written request from the Holders that hold at least twenty of twenty-five percent (2025%) of the Registrable Securities then outstanding (the “Requesting Holders”"INITIATING HOLDERS") that the Company register Registrable file a registration statement under the Securities held by Requesting Holders (a “Demand Request”)Act on Form S-1, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request Holders that a registration statement on Form S-1 (or such other form, including Form S-3, as shall (x) specify be determined by the number of Registrable Securities that the Requesting Holders intend to sell or dispose ofCompany in its good faith, (y) state the intended method or methods of sale or disposition reasonable business judgment, which shall allow sales of the Registrable Securities and by the Holders) (zthe "Requested Form") specify the expected price range (net of underwriting discounts and commissions) acceptable is being initiated and, thereafter, shall use its reasonable best efforts to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety the registration on the Requested Form under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration. The Company shall maintain the effectiveness of any such registration statement for a period of at least (90a) forty-five (45) days or (b) with respect to an underwritten offering, for such time as the underwriters may take to complete the distribution of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which in the Company has been so requested to register by offering. To be included in the Requesting Holders and registration, any Holder (other Holders who request to than the Company that their Registrable Securities be registered Initiating Holders) must provide, within twenty (20) days of the mailing after receipt of the Request Notice, providing for written notice to the Company of the number of shares of Company Common Stock such Holder has elected to include in the registration. Notwithstanding the foregoing, the Company shall not be obligated to effect any such Form S-1 or other form of registration as required by this subpart: (i) if the Company demonstrates to the reasonable satisfaction of the Initiating Holders that the Form S-3 filed pursuant to Section 2.2 is effective and available to permit sale and transfer of the Registrable Securities by the Initiating Holders to the public in the manner proposed by the Initiating Holders and certifies to the Investor that the prospectus relating to such Form S-3 does not include any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or otherwise necessary to make the statements therein not misleading in light of the circumstances then existing; or (ii) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act of such pursuant to Section 2.3 or Section 2.2 herein that continues in full force and effect (other than a registration from which the Registrable Securities to of Holders requesting participation in the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than registration pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), this Section have been previously excluded with respect to any other securities or all of the Company until such date which is ninety (90) days following effectiveness of Registrable Securities that the Registration Statement filed Holders are requesting be included in response a registration pursuant to the Demand Requestthis Section).

Request by Holders. Upon receipt If the Company receives at any time after the earlier of (i) December 31, 2009, and (ii) one hundred and eighty (180) days after the closing of the Company’s first firmly underwritten public offering of its shares of Common Stock, a written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register at least forty percent (40%) of the Registrable Securities held (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) originally covered by Requesting Holders this Agreement which, in the aggregate, have a reasonably anticipated gross offering price to the public (net of Selling Expenses) of not less than $5,000,000 (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (xi) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose ofof pursuant to the Demand Request, and (yii) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) 2.1.1 cause to be filedfiled or confidentially submitted, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and all or such portion of the Registrable Securities of any other Holders who which such Holders’ request the Company be registered, as specified in a notice to the Company that their Registrable Securities be registered given within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request;; and (ii) 2.1.2 use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt of a From and after April 13, 2013, upon the written request from of the Holder or Holders that hold of at least twenty percent (20%) 51% of the Registrable Securities then outstanding (the “Requesting Holders”) Shares that the Company register effect the registration under the Securities Act of all such Holder or Holders’ Registrable Securities held by Requesting Holders (a “Demand Request”)Shares, then and specifying the amount and intended method of disposition thereof, the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and use its commercially reasonable efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose ofAct (including, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt without limitation, by means of a Demand Requestshelf registration pursuant to Rule 415 under the Securities Act if so requested, and if the Company shall: is then eligible to use such registration) of: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company has been so requested to register by the Requesting Holders such Holder or Holders, and (ii) all other Holders who request to Registrable Shares which the Company that their Registrable Securities be registered has been requested to register by any other Holder thereof by written request received by the Company within twenty (20) 14 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary to permit Company (which request shall specify the intended method of disposition of such Registrable Securities Shares); provided, however, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 2 (other than on Form S-3 or any similar short-form registration statement) within a period of 180 days after the effective date of any other registration statement of the Company other than registration statements on Forms S-3 or S-8 (or any similar short-form registration statement) or any-successor or similar forms. The Company shall be required to effect one registration pursuant to this Section 2, provided, however, that if a registration requested pursuant to this Section 2 involves an underwritten public offering and 100% of the Registrable Shares requested to be registered pursuant to this Section 2 are not included in such offering, then the Holders shall be entitled to demand, and the Company shall be required to effect, an additional registration in accordance with the intended method terms and conditions of distribution specified this Agreement. Promptly after the expiration of the 14-day period referred to in such Demand Request; clause (ii) use its reasonable best efforts above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 2(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; provided, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the SEC in connection therewith but prior to such Registration Statement demand registration being declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSEC, other than pursuant unless such withdrawal is due to a Registration Statement on Form S-4 material and adverse change in the Company’s business, condition (financial or S-8 (or similar or successor formsotherwise), with respect to any other securities results of operations, properties, assets, liabilities or prospects, or (ii) which is not declared effective solely as a result of the Company until such date which is ninety (90) days following effectiveness failure of the Registration Statement filed Holders to take all actions reasonably required in response order to have the Demand Requestregistration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand for registration for purposes of this Section 2(a).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fourth anniversary of the date hereof (or February 1, 2005 in the case of the Holders of Series A Preference Shares) or (ii) six (6) months after the initial public offering of the Company of shares of Capital Stock of the Company pursuant to an effective registration statement under the Securities Act or a similar statute in any other jurisdiction, receive a written request from either (a) Holders that hold of at least twenty twenty-five percent (2025%) of the aggregate Registrable Securities then outstanding and held by the Ordinary Investors (the “Requesting Ordinary Investor Holders”), (b) Holders of at least twenty-five percent (25%) of the aggregate Registrable Securities then outstanding and held by the Series A Investors (the “Series A Investor Holders”) or (c) Holders of at least twenty-five percent (25%) of the aggregate Registrable Securities then outstanding and held by the Series B Investors (the “Series B Investor Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.1, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.1; and provided, that the Company shall not be obligated to effect any such registration if the Company has, within the one hundred twenty (120) day period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.1 or Section 2.3, or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.2, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.1(b) or Section 2.2(b); and provided, that the Company only shall be obligated to effect a registration pursuant to the above if such registration covers Capital Stock having an aggregate offering price in excess of five million United States Dollars (USD5,000,000).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) six (6) months following the closing of a Qualified IPO, receive a written request from the Holders that hold of at least twenty percent (20%) % of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt At any time and from time to time after the expiration of a written request from any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, (i) Holders that hold of at least twenty percent (20%) of the Registrable Securities then outstanding Then Outstanding, (ii) Key Holder(s) holding a majority in interest of the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders all Key Holders, or (iii) following the issuance of any Earn-Out Shares pursuant to paragraph 7 of the A&R Letter Agreement, Holder(s) holding a majority in interest of such Earn-Out Shares (in each case, the “Demand RequestDemanding Holders”)) may make a written demand for registration under the Securities Act of (x) at least 15% (or in a case where a Key Holder is the Demanding Holder, such percentage as determined by such Key Holder) of the Registrable Securities Then Outstanding or (y) in a case where a Holder of Earn-Out Shares is the Demanding Holder, at least 10% of Earn-Out Shares then outstanding, by submitting a written request to the Company that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.1, then the Company shall, within no later than ten (10) days Business Days after the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders (including other shareholders) who so request to be registered and included in such registration by written notice given by such Holders to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; Company within thirty (ii30) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities calendar days after receipt of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response Request Notice, subject only to the Demand Requestlimitations of this Section 2.1.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) January 1, 2016 or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request from the Holders of at least fifty (50%) of the Registrable Securities then outstanding that hold the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lower percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of all the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than three (3) registrations for the Preferred Shareholders, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.3 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in accordance with such registration, such registration shall not be deemed to constitute one of the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than registration rights granted pursuant to a Registration Statement on Form S-4 this Section 2.3; provided further that the registration pursuant to Section 2.4 or S-8 (or similar or successor forms), with respect Section 2.5 shall not be deemed to any other securities constitute one of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response registration rights granted pursuant to the Demand Request.this Section 2.3..

Request by Holders. Upon receipt of If (i) the Company shall, following the Closing, receive a written request from the Holders that hold at least twenty of twenty-five percent (2025%) of the Registrable Securities then outstanding (the “Requesting Holders”) Securities, that the Company register file a registration statement under the Securities Act on Form S-3 or, if Form S-3 is not then available for use by the Company, then such other form as such Holders (upon the advice of the underwriters, if any, engaged by such Holders) may request (including a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities held by Requesting Holders that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until all such Registrable Securities are sold under such registration statement or could be sold under Rule 144 in a single 90-day period, provided that the Company shall not be required to keep such registration statement effective for longer than six (a “Demand Request”6) months after the effective date thereof) covering the registration of Registrable Securities, and (ii) the expected gross proceeds of the sale of Registrable Securities under such registration statement would equal or exceed Five Million Dollars ($5,000,000), then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice; PROVIDED that the Company shall not be obligated to permit effect any such registration if the disposition Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts Act pursuant to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 7(b)(iii), other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), registration from which the Registrable Securities of Holders have been excluded with respect to all or any other securities portion of the Registrable Securities the Holders requested be included in such registration; PROVIDED, HOWEVER, that the Company until such date which is ninety shall have no obligation to cause any registration statement contemplated by this Section 7(b)(ii) to become effective prior to the one hundred and eightieth (90180th) days following effectiveness day after the Closing Date; PROVIDED, FURTHER, that the Company shall have no obligation to cause any "shelf" registration statement contemplated by this Section 7(b)(ii) to become effective prior to the first anniversary of the Registration Statement filed in response to the Demand RequestClosing Date.

Request by Holders. Upon receipt Subject to the terms of this Agreement, if the Company shall, at any time after the earlier of (i) the third anniversary following the Closing or (ii) expiry of twelve (12) months following the effective date of a registration statement for an IPO, receive a written request from the Holders that hold of at least twenty percent (20%) 10% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act (other than Form F-3 or Form S-3) covering the registration of any Registrable Securities held by Requesting of such Holders (a “Demand Request”)pursuant to this Section 3.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all the Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all the Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice. For the purposes of this Agreement, reference to permit registration of securities under the disposition of such Registrable Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, a jurisdiction other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms)the United States as designated by such Holders, with respect to any other securities of the Company until it being understood and agreed that in each such date which is ninety (90) days following effectiveness of the Registration Statement filed event all references in response this Agreement to the Demand RequestSecurities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, and to U.S. law and the SEC, shall be deemed to refer to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Request by Holders. Upon receipt If the Company receives at any time commencing nine (9) months following the closing of a Qualifying PO, a written request (a “Demand Request”) from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding Investors (the “Requesting Holders”) that hold at least fifty percent (50%) of the Registrable Securities then outstanding, that the Company register the Common Stock into which the Registrable Securities held by Requesting Holders (a “Demand Request”)is convertible, then the Company shall, within ten (10) 20 days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to GPB Debt Holdings II, LLC (“GPB”) and all Holdersholders of Registrable Securities. Each Demand Request shall (x) specify the number of Registrable Securities shares of Common Stock that the Requesting Holders intend to sell or dispose of, ; (y) state the intended method or methods of sale or disposition of the Registrable Securities Common Stock; and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable SecuritiesCommon Stock. Following receipt of a Demand Request, if GPB in its sole discretion consents to the Demand Request, the Company shall: (i1) cause to be filed, as soon as practicable, but in any event within ninety (90) 150 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities shares of Common Stock which the Company has been so requested to register by the Requesting Holders and other Holders holders of Registrable Securities who request to the Company that their Registrable Securities securities be registered within twenty (20) 20 days of the mailing of the Request Notice, providing for the registration under the Securities 1933 Act of such Registrable Securities securities to the extent necessary to permit the disposition of such Registrable Securities securities in accordance with the intended method of distribution specified in such Demand Request; (ii2) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and and (3) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) 120 days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon receipt If Tality shall, at any time after the expiration of the 180-day "lock-up" period pursuant to the Underwriting Agreement (the "LOCK-UP EXPIRATION DATE"), receive a written request from Holders that hold Cadence or any subsequent Holder of LP Units originally issued to Cadence or any other member of the Cadence Group (or any Registrable Securities issued in exchange therefor) holding at least twenty ten percent (2010%) of the aggregate outstanding number of such LP Units that Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the registration of Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”pursuant to this Section 3.4(b), then the Company Tality shall, within ten (10) days Business Days after the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to Tality within twenty (20) days after receipt of the Request Notice, subject only to the extent necessary limitations of this Section 3.4(b); PROVIDED, HOWEVER, that the Registrable Securities requested by all Holders to permit be registered pursuant to such request must be at least ten percent (10%) of all Registrable Securities then held by or issuable to them; and PROVIDED FURTHER, that Tality shall not be obligated to effect any such registration if Tality has, within the disposition six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3.4(b) or Section 3.4(d), or in accordance with which the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts Holders had an opportunity to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statementsparticipate pursuant to Section 3.4(c), other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand RequestSection 3.4(c)(i).

Request by Holders. Upon receipt From and after the earlier of a (i) the Trigger Date and (ii) November 25, 2003 upon the written request from of the Holder or Holders that hold of at least twenty percent (20%) 25% of the Registrable Securities then outstanding (the “Requesting Holders”) Shares that the Company register effect the registration under the Securities Act of all or part of such Holder or Holders' Registrable Securities held by Requesting Holders (a “Demand Request”)Shares, then and specifying the amount and intended method of disposition thereof, the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as practicable, use its reasonable best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose ofAct (including, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt without limitation, by means of a Demand Requestshelf registration pursuant to Rule 415 under the Securities Act if so requested, and if the Company shall: is then eligible to use such registration) of: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company has been so requested to register by the Requesting Holders such Holder or Holders; and (ii) all other Holders who request to Registrable Shares which the Company that their Registrable Securities be registered has been requested to register by any other Holder thereof by written request received by the Company within twenty (20) 14 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary to permit Company (which request shall specify the intended method of disposition of such Registrable Securities Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect more than one registration during any twelve-month period pursuant to this SECTION 4; PROVIDED, FURTHER, that the Company shall not be obligated to file a registration statement relating to a registration request under this SECTION 4 (other than on Form S-3 or any similar short-form registration statement) within a period of 180 days after the effective date of any other registration statement of the Company other than registration statements on Form S-3 (or any similar short-form registration statement) or any-successor or similar forms; PROVIDED, FURTHER, that in accordance with no event shall the intended method Company be required to effect more than three registrations pursuant to this SECTION 4; PROVIDED, FURTHER, that the Company shall not be required to effect any registration if the Company determines that the aggregate offering value of distribution specified all of the shares to be offered is not reasonably expected to equal at least (i) prior to the occurrence of a Trigger Date or after the Closing Date (as defined in such Demand Request; the Stock Purchase Agreement), $75 million or (ii) use its reasonable best efforts after the occurrence of a Trigger Date but prior to the Closing Date, $15 million. Promptly after the expiration of the 14-day period referred to in clause (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this SECTION 4(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; PROVIDED, HOWEVER, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the SEC in connection therewith but prior to such Registration Statement demand registration being declared effective by the SEC or (ii) which is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until such date which is ninety (90) days following effectiveness failure of the Registration Statement filed Holders to take all actions reasonably required in response order to have the Demand Requestregistration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this SECTION 4(a).

Request by Holders. Upon receipt of If any time following January 5, 2001 the Company shall receive at any time a written request from Holders that hold at least twenty percent (20%) any holder of the Registrable Securities then outstanding who holds Registrable Securities (the “Requesting Holders”each such person eligible to make a request, an "ELIGIBLE HOLDER" and each such person who makes a request, a "REQUESTOR") that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written acknowledgment of such request ("REQUEST ACKNOWLEDGMENT") to each Eligible Holder. If an Eligible Holder desires to include in any such registration statement all or any part of the Registrable Securities then held, the Eligible Holder shall, within ten (10) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such Demand Request, give written notice shall inform the Company of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Eligible Holder wishes to include in such registration statement. Eligible Holders intend who elect to sell or dispose of, participate in an offering (yincluding but not limited to a Requestor) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable are referred to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the collectively as "SELLING SHAREHOLDERS." The Company shall: (i) cause to be filedshall effect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities which the Selling Shareholders request to be registered and included in such registration, subject only to the extent necessary to permit limitations of this Section 2.2; provided that the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective requested by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than Requestor(s) to be registered pursuant to a Registration Statement on Form S-4 or S-8 such request must have an anticipated aggregate public offering price (or similar or successor forms), with respect to before any other securities underwriting discounts and commissions) of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestnot less than $3,000,000.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) five (5) years after the Closing or (ii) one (1) year following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that hold the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement and (ii) the expiry of six (6) months after a Qualified IPO receive a written request from the Holders that hold of at least twenty percent (20%) 15% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use all reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) Business Days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 3; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$50,000,000 (or, in the case of an initial public offering, US$200,000,000); provided, further, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 4(a).

Request by Holders. Upon receipt At any time, and from time to time, after the second anniversary of a the Closing, upon the written request from Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) Stockholder requesting that the Company register Registrable effect the registration under the Securities held Act or the qualification for sale by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt way of such Demand Request, give written notice prospectus in one or more Canadian provinces of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition part of the Registrable Securities and (z) specify specifying the expected price range (net intended method of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Requestdisposition thereof, the Company shall: , as promptly as practicable, use its reasonable best efforts, as applicable, (i) cause to effect the registration under the Securities Act (including by means of a shelf registration (which the Company shall not be filed, as soon as practicable, but within ninety (90required to keep effective for more than 60 days) days pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to effect a shelf registration for such disposition) of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary so as to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified in such Demand Request; the Registrable Securities so to be registered, or (ii) use its reasonable best efforts to have qualify for sale as a secondary offering pursuant to a prospectus under the securities legislation of applicable Canadian provinces all Registrable Securities which the Company has been so requested to qualify in order to permit the disposition of the Registrable Securities so to be qualified for sale by way of prospectus; provided, that the Company shall not be obligated to file a registration statement or prospectus relating to any request for registration or sale by way of prospectus under this Section 6.1 within a period of 365 days after the effective date of any other registration statement or prospectus which included Common Shares of any Holder under this Section 6.1; provided, further, that the Company shall not be required to effect more than four (4) requested registrations or sales by way of prospectus pursuant to this Article VI (except that a demand in response to a sale pursuant to Section 3.5 shall not be included in such Registration Statement declared effective total). If requested by the SEC Holder or a Permitted Transferee after consultation with the Company, any such registration may be effected in respect of a transaction relating to a debt security of the Holder or a Permitted Transferee, which is exchangeable for Common Shares, and constitutes an offering outside the United States which is exempt from the registration requirements of the Securities Act pursuant to Regulation S and a placement in the United States exempt from registration pursuant to Rule 144A under the Securities Act and in which the Company undertakes to effect a registration of the Shares as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant possible after completion of such transaction in order to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect permit such shares to any other securities be freely tradeable in the United States of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand RequestAmerica.

Request by Holders. Upon receipt If the Company shall receive, at any time after the earlier of the third anniversary of the Initial Closing (as such term is defined in the Series D-1 Purchase Agreement) or 180 days after the effective date of the Company’s initial public offering of its securities pursuant to a registration statement filed under the Securities Act (an “IPO”), a written request from the Holders that hold of at least twenty percent (20%) 30% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.2 (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Written Request”), then the Company shall, within ten (10) 20 days after the receipt of such Demand Written Request, give written notice of such request Written Request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its reasonable best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities which the Holders request to be registered and included in such registration by the original Written Request and by written notice given by such Holders to the extent necessary Company within 20 days after receipt of the Request Notice, respectively, subject only to permit the disposition limitations of this Section 2; provided, that the aggregate Registrable Securities requested by all Holders to be registered pursuant to such request must be at least 30% of all Registrable Securities then outstanding and have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000, and provided, further, that if, within 30 days of such Written Request, the Company delivers to all Holders requesting the registration of Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (iipursuant to this Section 2.2(a) use its reasonable best efforts to have such Registration Statement declared effective a certificate signed by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities Chief Executive Officer of the Company until such date which is ninety (90) days following effectiveness stating the Company’s intent to file a registration statement for an IPO and stating the belief of the Registration Statement Chief Executive Officer that such IPO will be a Qualifying IPO (and provided that such registration statement is actually filed in response within 90 days of the delivery of such certificate and is not subsequently withdrawn, such IPO is not suspended for a period of more than 90 days, and such IPO does not fail to become a Qualifying IPO), then the Demand RequestCompany shall not be obligated to effect a registration until 180 days after the IPO.

Request by Holders. Upon receipt of a the written request from of any Holder or Holders that hold (which request may be made at least twenty percent (20%any time before or after the Closing) of the Registrable Securities then outstanding (the “Requesting Holders”) requesting that the Company register effect the registration under the Securities Act of an amount of such Holder's or Holders' Registrable Securities held by Requesting Holders (a “Demand Request”)representing, then in the aggregate, not less than the Minimum Amount, and specifying the intended method of disposition thereof, the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) if, at the Requesting Holders and time of such request, there are any other Holders who of Registrable Securities, all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company that their Registrable Securities be registered within twenty (20) 15 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary Company (the original request and all additional requests given within such 15-day period being considered one request for registration), so as to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified in such Demand Request; (ii) use the Registrable Securities so to be registered; provided, however, that the Company may delay filing the registration statement for up to 180 days if its reasonable best efforts to have such Board of Directors determines that filing the Registration Statement declared effective would be materially detrimental to the Company, provided, further, however, that the Company may not so delay such filing with respect to a registration requested pursuant to this Section 4(b) on or before the 30th day following the Closing (an "Early Registration"). So long as the Company does not breach any of its obligations in respect of the registration contemplated by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, this Section 4 (other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor formsbreach which would not materially adversely affect any Holder's rights hereunder), with respect to all Holders, the Company shall only be required to comply with an aggregate of three requests for registration pursuant to this Section 4. The requests for registration referred to in the preceding sentence may be exercised by the Holders, in the aggregate, no more than twice in a twelve calendar month period. If any Holder withdraws its request for registration following the filing of a registration statement therefor and other than as a result of a material adverse change in the business, financial condition or results of operations of the Company, such withdrawn request shall be deemed to be one of the three requests granted to the Holders pursuant to this Section 4. If (a) any Holder withdraws its request for registration (i) after the filing of a registration statement therefor as a result of a material adverse change in the business, financial condition or results of operations of the Company, or (ii) prior to such filing, (b) the Company withdraws the registration statement for any reason other than a breach by such Holder of its obligations hereunder with respect to such registration statement, or (c) an offering of Registrable Securities pursuant to the requested registration statement after it has become effective is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and the Holders of a majority of the Registrable Securities included in such registration statement determine not to proceed with such offering, then in each such event the request for such registration shall not be deemed to be one of the three requests granted to the Holders pursuant to this Section 4. The Holders shall only exercise registration rights for Registrable Securities which they intend to sell, transfer or otherwise dispose of within 60 days of the effectiveness of the registration statement relating to such Registrable Securities. The Company shall not include in such registration securities proposed to be sold for its account or securities held by any other Person, unless such securities proposed to be included in such registration are of the same class or series of capital stock of the Company until such date as the class or series of capital stock constituting Registrable Securities for which is ninety registration has been requested (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestor American Depositary Shares, as applicable).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the five year anniversary of the date of this Agreement or (ii) six (6) months following the closing of a Qualified Public Offering, receive a written request from the Holders that hold of at least twenty percent (20%) 50% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the second anniversary of the date of this Agreement or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request from the Holders that hold of at least twenty percent (20%) 25% of the Registrable Securities then outstanding (the “Requesting Holders”) Series A Preferred Shares that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness pursuant to the provisions of Section 2.4(a). For purposes of this Agreement, at the election of Holders of at least 75% of the Registration Statement filed Series A Preferred Shares in response connection with the exercise of any registration right in this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Demand RequestSecurities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Request by Holders. Upon receipt From and after the earlier of a (i) the Trigger Date and (ii) November 25, 2003 upon the written request from of the Holder or Holders that hold of at least twenty percent (20%) 25% of the Registrable Securities then outstanding (the “Requesting Holders”) Shares that the Company register effect the registration under the Securities Act of all or part of such Holder or Holders' Registrable Securities held by Requesting Holders (a “Demand Request”)Shares, then and specifying the amount and intended method of disposition thereof, the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as practicable, use its reasonable best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose ofAct (including, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt without limitation, by means of a Demand Requestshelf registration pursuant to Rule 415 under the Securities Act if so requested, and if the Company shall: is then eligible to use such registration) of: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company has been so requested to register by the Requesting Holders such Holder or Holders; and (ii) all other Holders who request to Registrable Shares which the Company that their Registrable Securities be registered has been requested to register by any other Holder thereof by written request received by the Company within twenty (20) 14 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary to permit Company (which request shall specify the intended method of disposition of such Registrable Securities Shares); provided, however, that the Company shall not be required to effect more than one registration during any twelve-month period pursuant to this Section 4; provided, further, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (other than on Form S-3 or any similar short-form registration statement) within a period of 180 days after the effective date of any other registration statement of the Company other than registration statements on Form S-3 (or any similar short-form registration statement) or any-successor or similar forms; provided, further, that in accordance with no event shall the intended method Company be required to effect more than three registrations pursuant to this Section 4; provided, further, that the Company shall not be required to effect any registration if the Company determines that the aggregate offering value of distribution specified all of the shares to be offered is not reasonably expected to equal at least (i) prior to the occurrence of a Trigger Date or after the Closing Date (as defined in such Demand Request; the Stock Purchase Agreement), $75 million or (ii) use its reasonable best efforts after the occurrence of a Trigger Date but prior to the Closing Date, $15 million. Promptly after the expiration of the 14-day period referred to in clause (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4(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; provided, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the SEC in connection therewith but prior to such Registration Statement demand registration being declared effective by the SEC or (ii) which is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until such date which is ninety (90) days following effectiveness failure of the Registration Statement filed Holders to take all actions reasonably required in response order to have the Demand Requestregistration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a).

Request by Holders. Upon receipt of a On or after twelve (12) months from the Closing Date specified in the Purchase Agreement, upon the written request from of the Holders that hold at least twenty of seventy five percent (2075%) of the Registrable Shares that AremisSoft effect the registration under the Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt Act of all or part of such Demand RequestHolders' Registrable Shares, and specifying the amount and the intended method of disposition thereof, AremisSoft will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company Shares that AremisSoft has been so requested to register by Holders of at least seventy five percent (75%) of the Requesting Holders Registrable Shares; and (ii) all other Holders who Registrable Shares that AremisSoft has been requested to register by any other Holder thereof by written request to the Company that their Registrable Securities be registered received by AremisSoft within twenty one (2021) days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by AremisSoft (which request shall specify the extent necessary to permit the intended method of disposition of such Registrable Securities Shares); provided, however, that AremisSoft shall not be required to effect more than one (1) registration in accordance any twelve (12) month period nor more than two (2) registrations in total pursuant to this Section 4; provided, further, that AremisSoft shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by AremisSoft of an intended registration and prior to the effective date of the registration statement referred to in such notice, (y) within a period of one hundred eighty (180) days after the effective date of any other registration statement of AremisSoft requested by a Holder pursuant to this Section 4 or pursuant to which any Holder included Registrable Shares, or (z) if the Board of AremisSoft determines in good faith that, in view of the advisability of deferring public disclosure of material corporate developments, such registration and the disclosure required to be made in connection therewith would not be in the best interests of AremisSoft at such time or that, in light of other factors and considerations (including without limitation the pendency of a presently effective registration statement initiated by AremisSoft), such registration would be seriously detrimental to AremisSoft (in which event AremisSoft's obligation to file a registration statement under this Section 4 shall be deferred for a period not to exceed thirty (30) days from the receipt of the registration request). The Holders initially requesting a registration pursuant to this Section 4 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 AremisSoft revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (I) that is subsequently withdrawn by the Holders after AremisSoft has filed a registration statement with the intended method of distribution specified SEC in connection therewith but prior to such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement demand registration being declared effective by the SEC or (II) that is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until failure of Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such date which is ninety (90) days following effectiveness event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the Registration Statement filed twenty one (21) day period referred to in response clause (ii) above, AremisSoft will notify all the Holders to be included in the Demand Requestregistration of the other Holders and the number of shares of Registrable Shares requested to be included therein.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) January 1, 2020 or (ii) one (1) year following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least 50% of the Registrable Securities then outstanding that hold the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) one hundred eighty (180) days following the taking effect of a registration statement for a first firm-commitment underwritten initial public offering by the Company of its Ordinary Shares pursuant to a registration statement that is filed with and declared effective by either the SEC under the Securities Act or another governmental authority for a registration in a jurisdiction other than the United States (the “IPO”), receive a written request from the Series A Holders of at least 50% of the Series A Registrable Securities then Outstanding, or the Series B-2 Holders of at least 50% of the Series B-2 Registrable Securities then Outstanding, or the Series C Holders of at least 50% of the Series C Registrable Securities then Outstanding, or the Series C+ Holders of at least 50% of the Series C+ Registrable Securities then Outstanding, or the Series D Holders of at least 50% of the Series D Registrable Securities then Outstanding, that hold the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Series A Registrable Securities then outstanding (Securities, or the “Requesting Holders”) that Series B-2 Registrable Securities, or the Company register Series C Registrable Securities held by Requesting Holders (a “Demand Request”)Securities, or the Series C+ Registrable Securities, or the Series D Registrable Securities, as applicable pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations upon request the Series A Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series B-2 Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series C Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series C+ Holders pursuant to this Section 2.3, and no more than two (2) Registrations upon request of the Series D Holders pursuant to this Section 2.3, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.3 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have Registration, such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant shall not be deemed to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness constitute one of the Registration Statement filed rights granted pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in response a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Demand RequestSecurities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall receive, at any time after one hundred and eighty (180) days after the effective date of the Initial Offering, a written request from the Holders that hold at least twenty percent (20%) of a majority of the Registrable Securities then outstanding (the “Requesting Holders”) Then Outstanding that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.2, then the Company shallwill, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after the Request Notice is deemed delivered pursuant to permit Section 6.1, subject only to the disposition limitations of such this Section 2.2; provided, however, that the Company will not have any obligation to effect the filing of a registration statement under this Section 2.2(a) under either of the following two circumstances: (i) if the Registrable Securities in accordance with the intended method requested by all Holders to be registered pursuant to a request hereunder have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of distribution specified in such Demand Request; less than Ten Million Dollars ($10,000,000); and (ii) use its reasonable best efforts during any period beginning with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days following the effective date of any Company-initiated registration under the Securities Act in which Holders will have rights under Section 2.3 unless such Registration Statement declared effective by registration is for the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, Initial Offering (other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect registration relating solely to any other securities employee benefit plan or a corporate reorganization); provided that the Company’s right under this clause (ii) not to file a registration statement will be contingent upon the Company providing notice to the Initiating Holders (as defined below) within thirty (30) days of their request under this Section 2.2 of the Company until Company’s intent to file such date which is a Company-initiated registration statement within ninety (90) days following effectiveness of and the Registration Statement filed Company thereafter actively employing in response good faith, reasonable efforts to the Demand Requestcause such Company-initiated registration statement to become effective.

Request by Holders. Upon receipt At such time that the Company qualifies for the use of a Form S-3 and upon the written request from of the Holders that hold of at least twenty percent (20%) [25]% of the Registrable Securities then outstanding (the “Requesting Holders”) Shares that the Company register effect the registration under the Securities Act of all or part of such Holders' Registrable Securities Shares, and specifying the amount (which shall not be less than [50]% of the outstanding Registrable Shares held by Requesting Holders (a “Demand Request”)each Holder that requests registration) and intended method of disposition thereof, then the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company has been so requested to register by Holders of at least [25]% of the Requesting Holders Registrable Shares; and (ii) all other Holders who request to Registrable Shares which the Company that their Registrable Securities be registered has been requested to register by any other Holder thereof by written request received by the Company within twenty (20) 21 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary to permit Company (which request shall specify the intended method of disposition of such Registrable Securities Shares); provided, however, that the Company shall not be required to effect more than one registration during any twelve-month period pursuant to this Section 4; and provided, further, that the Company shall not be obligated to file a Registration Statement relating to a registration request under this Section 4 within a period of three months after the effective date of any other Registration Statement of the Company; and provided, further, that in accordance with no event shall the intended method Company be required to effect more than three registrations pursuant to this Section 4. Promptly after the expiration of distribution specified the [21]-day period referred to in such Demand Request; clause (ii) use its reasonable best efforts above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4 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; provided, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a Registration Statement with the SEC in connection therewith which has been declared effective by the SEC or (ii) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have such the registration and the related Registration Statement declared effective by the SEC SEC, then, in any such event, such demand registration shall be counted as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor formsdemand registration for purposes of this Section 4(a), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.

Request by Holders. Upon At any time after the earlier of (i) July 1, 2005 or (ii) six months after the consummation of a Qualified IPO, upon receipt of a written request from the Holders that hold of at least twenty thirty-five percent (2035%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register excluding Registrable Securities held by Requesting Holders (Mr. Chey until such time as there are no Registrable Securities other ▇▇▇▇ ▇▇ose held by Mr. Chey), that the Company file a “Demand Request”)registration statement under the S▇▇▇▇▇▇▇▇s Act covering the registration of Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“"Request Notice”") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its reasonable best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after the date the Request Notice is dispatched, subject only to permit the disposition limitations of this Section 2.3; provided, however, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3: (i) if the aggregate amount of the Registrable Securities requested by all Holders to be registered pursuant to such request has a value of less than (A) US$5,000,000, in accordance with the intended method case of distribution specified the first demand registration pursuant to this Section 2.3, or (B) US$8,000,000, in such Demand Requestthe case of the second demand registration pursuant to this Section 2.3; (ii) use its reasonable best efforts if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to have such Registration Statement declared effective by this Section 2.3 or Section 2.5, or a registration in which the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsHolders had an opportunity to participate pursuant to the provisions of Section 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of certain Holders have been excluded (or similar or successor forms), with respect to all or any other portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a); (iii) if, upon receipt of a registration request pursuant to this Section 2.3(a), the Company is advised in writing (with a copy to each Initiating Holder (as hereinafter defined)) by a recognized national independent investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would have a material adverse effect on any subsequent public offering of securities of the Company by the Company (other than in connection with employee benefit and similar plans) (a "Company Offering"), the Company shall not be required to effect a registration pursuant to this Section 2.3(a) until the earlier of (i) 30 days after the completion of such date Company Offering, or (ii) promptly after any abandonment of such Company Offering; provided, however, that the periods during which is ninety the Company shall not be required to effect a registration pursuant to this Section 2.3(a) together with any periods of suspension under Section 2.3(d) hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months; or (90iv) days following effectiveness in any particular jurisdiction, other than Korea or New York, in which the Company would be required to qualify to do business or to execute a general consent to service of the Registration Statement filed process in response to the Demand Requesteffecting such registration, qualification or compliance.

Request by Holders. Upon receipt If, at any time following the first anniversary of the Closing Date, as defined in the Asset Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3, the Company receives a written request from Holders that hold at least twenty with respect to not less than twenty-five percent (2025%) of the Registrable Securities then outstanding (Acquired Shares issued as of the “Requesting Holders”) Closing Date that the Company register file a registration statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)Securities, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“"Request Notice”") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 1(b) or Section 1(c) or (d), other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration; provided, further, that the Company shall have no obligation to file any registration statement contemplated by this Section 1(b) if the expected gross proceeds of the sale of Registrable Securities under such registration statement, based on the market price of the Common Stock as of the date of the initial request for such registration delivered by the Holders, does not exceed Three Million Dollars ($3,000,000). If requested by such Holders, the Company shall register such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 S-1 or S-8 (or similar or any successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestregistration form.

Request by Holders. Upon At any time two years after the date of this Agreement, or in the case of an underwritten offering, at any time one year after the date of this Agreement, upon receipt by the Company of a written request from the Holders that hold of at least twenty percent fifty (2050%) percent of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of an amount of Registrable Securities held by Requesting Holders (a “Demand Request”)with respect to at least 50% of the outstanding Registrable Securities, then the Company shallwill, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities which the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 1.2; provided, however, that the Company shall not be required to comply with a Request Notice of Registrable Securities having a value of less than $750,000. • Underwriting. If the Holders initiating the registration request under this Section 1.2 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they will so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company will include such information in the written notice referred to in subsection 1.2(a). In such event, the right of any Holder to include his Registrable Securities in such registration will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent necessary provided herein. All Holders proposing to permit the disposition of distribute their securities through such Registrable Securities underwriting will enter into an underwriting agreement in accordance customary form with the intended method of distribution specified in managing underwriter or underwriters selected for such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective underwriting by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsCompany, other than pursuant subject to the approval of a Registration Statement on Form S-4 majority of the Holders which shall not be unreasonably withheld or S-8 (or similar or successor forms)delayed. Notwithstanding the foregoing, with respect to the underwriting agreement or any other securities documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company until or any other shareholder of the Company and (ii) the liability of any Holder shall be limited as provided in Section 1.7(b) hereof. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of Common Stock will be reduced, then the Company will so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting will be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such date which is ninety underwriting and registration will not be reduced unless all securities other than Registrable Securities are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice, on or before the fifth (905th) days following day prior to the effectiveness of the Registration Statement filed in response registration statement, to the Demand RequestCompany, the managing underwriter and the other Holders.

Request by Holders. Upon receipt of If the Company shall, following the date hereof, receive a written request from the Holders that hold at least twenty of twenty-five percent (2025%) of the Registrable Securities then outstanding (the “Requesting Holders”) Securities, that the Company register Registrable file a registration statement under the Securities held by Requesting Act on Form S-3 or, if the Company is not eligible to file a registration statement on Form S-3 such other form as such Holders (a “Demand Request”)upon the advice of the underwriters, if any, engaged by such Holders) may request covering the registration of Registrable Securities, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as reasonably practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the Company within twenty (20) days after receipt of the Request Notice; PROVIDED that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to Section 2.3, other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration; PROVIDED, HOWEVER, that the Company shall have no obligation to cause any registration statement contemplated by this Section 2.1 to become effective prior to the three hundred and sixty-fifth (365th) day after the date hereof. If requested by such Holders, upon the advice of the underwriters, if any, engaged by such Holders, the Company shall register such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 S-1 or S-8 (or similar or any successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestregistration form.

Request by Holders. Upon receipt If the Company shall receive at any time after the earlier of (i) one hundred and eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act and (ii) November 20, 2011, a written request from one or more Major Preferred Stockholders who individually or collectively are Holders that hold at least twenty percent of (20%x) a majority of the Series B Registrable Securities, (y) a majority of the Series C Registrable Securities then outstanding and (z) a majority of the Series D Registrable Securities (“Requesting HoldersDemand Holder(s)”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.2, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but and in any event within ninety (90) 90 days after the receipt of the date of delivery to the Company of written request from the Demand RequestHolder(s), a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities which the Holder(s) request to be registered and included in such registration by written notice given by such Holder(s) to the extent necessary Company within twenty (20) days after the Request Notice is deemed delivered pursuant to permit Section 6.1, subject only to the disposition limitations of such this Section 2.2; provided, however, that the Company shall not have any obligation to effect the filing of a registration statement under this Section 2.2(a): (i) if the Registrable Securities in accordance with the intended method requested by all Holder(s) to be registered pursuant to a request hereunder have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of distribution specified in such Demand Request; less than Seven Million Five Hundred Thousand Dollars ($7,500,000); or (ii) use its reasonable best efforts to have such Registration Statement declared effective if the registration requested by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than Holders pursuant to a Registration Statement on Form S-4 or S-8 this Section 2.2 has not been approved by Series B Directors and Series C Directors who are then members of the Board and then constitute at least seventy-five percent (or similar or successor forms)75%) of the total number of Series B Directors and Series C Directors that can then be elected to the Board under the Company’s Certificate of Incorporation as then in effect; provided however, with respect that this clause (ii) shall not apply to any other securities request for registration under this Section 2.2 if either (A) the Company has previously consummated a Qualified IPO at the time the Request Notice is given or (B) the Company’s Certificate of Incorporation does not require approval of such registration by seventy-five percent (75%) of the Company until such total number of Series B Directors and Series C Directors that can then be elected to the Board; or (iii) during any period beginning with the date which is ninety (90) days following effectiveness prior to the Company’s good faith estimate of the Registration Statement filed in response date of filing of, and ending on a date one hundred and eighty (180) days following the effective date of, any Company-initiated registration under the Securities Act (other than a registration relating solely to any employee stock, stock option or benefit plan or any similar compensatory plan, or a corporate reorganization, business combination or other transaction under Rule 145 of the Securities Act); provided that the Company’s right under this clause (iii) not to file a registration statement shall be contingent upon the Company providing notice to the Demand RequestInitiating Holders (as defined below) within thirty (30) days of their request under this Section 2.2 of the Company’s intent to file such a Company-initiated registration statement within ninety (90) days and the Company thereafter actively employing in good faith, reasonable efforts to cause such Company-initiated registration statement to become effective.

Request by Holders. Upon receipt Subject to the conditions of this paragraph 3.1, if the Company shall receive at any time after the earlier of (i) three (3) years after the date hereof and (ii) one hundred eighty (180) days following an IPO, a written request from the Holders that hold at least twenty percent (20%) of 30% or more of the Registrable Securities then outstanding (the “Requesting Holders”) Then Outstanding that the Company register shall file a registration statement covering the registration of some or all of the Registrable Securities held by Requesting such Holders (a “Demand RequestNotice”)) in accordance with this paragraph 3.1, then the Company shall, within ten (10) days after Business Days of the receipt of such a Demand RequestNotice, give written notice of such request proposed registration to all other Holders (a “Request Notice”) and shall offer to all Holders. Each Demand Request include in such proposed registration any Registrable Securities requested to be included in such proposed registration by such other Holders who respond in writing to the Company’s notice within thirty (30) days after delivery of such notice (which response shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders proposed to be received for included in such Registrable Securitiesregistration). Following receipt of a Demand Request, the The Company shall: (i) cause to be filedshall effect, as soon as practicable, but within ninety (90) days such registration of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities under the Securities Act on an appropriate form, including Form F-3 or Form S-3, if available, which the Company has been so requested to register by the Requesting Holders and other Holders who request to register; provided, however, that the Company that their Registrable Securities shall not be registered within twenty (20) days of the mailing of the Request Notice, providing for the obligated to effect any registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities except in accordance with the intended method of distribution specified in following provisions: 3.1.1 The Company shall not be obligated to effect more than two (2) such Demand Requestdemand registrations pursuant to this paragraph 3; 3.1.2 The Company shall not be obligated to file a registration statement during the one hundred eighty (180) day period commencing with the date of the closing of the Company’s initial public offering; and 3.1.3 The Company shall not be obligated to file a registration statement if the Company delivers notice to the Holders within thirty (30) days of receipt of any Demand Notice of the Company’s intention to file a registration statement for such initial public offering within sixty (60) days. 3.1.4 Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this paragraph 3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Management Board it would be materially detrimental to the Company and its shareholders for such registration statement to Shareholders’ Agreement either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganisation, or other similar transaction involving the Company; (ii) use its reasonable best efforts require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant right to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), 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 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 securities of the Company until shareholder during such date which is ninety sixty (9060) days following effectiveness of the Registration Statement filed in response to the Demand Requestday period.

Request by Holders. Upon receipt If the Company shall at any time following the date that is the earlier of (i) three (3) years following the Original Series B Issue Date, and (ii) six (6) months following initial underwritten public offering of its Common Shares (other than pursuant to a registration statement related either to the sale of securities to employees of the Company pursuant to a share option, share purchase or similar plan or an SEC Rule 145 transaction), receive a written request from the Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that hold the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding pursuant to this Section 3.3 (or any lesser percentage if the “Requesting Holders”anticipated gross receipts from the offering are to exceed US$10,000,000) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its reasonable best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, practicable but within ninety in any event later than one hundred eighty (90180) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of after the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after their receipt of the Request Notice, subject only to permit the disposition limitations of this Section 3.3. The Company shall not be obligated to effect any registration pursuant to this Section 3.3 if the Company has, within the six (6) month period preceding such request, already effected a registration pursuant to this Section 3.3 in which all of the Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts proposed to have such Registration Statement declared effective be sold by the SEC as soon as practicable thereafter; initiating Holders were registered and refrain from filing any other Registration Statementssold pursuant to the registration statement governing such registration or in which such Holders had an opportunity to fully participate pursuant to the provisions of Section 3.3, other than pursuant to a Registration Statement on Form S-4 registration from which all or S-8 (or similar or successor forms), with respect to any other securities portion of the Company until Registrable Securities the Holders requested to be included in such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.registration were excluded or not sold. Execution Version

Request by Holders. Upon receipt If the Company shall at any time during the period commencing on the date that is one hundred eighty (180) days after the effective date of the Company’s IPO and ending five (5) years thereafter, but subject to the terms of any “lock-up agreement” entered into between the underwriters of the Company’s IPO and the Holders, as applicable (unless waived by such underwriters), receive a written request (“Form F-1 Request Notice”) from the Holders that hold of at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a Form F-1 registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.2, then the Company shall, (x) within ten (10) days after Business Days of the receipt of such Demand RequestForm F-1 Request Notice, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, and (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but and in any event within ninety (90) days of after the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register Form F-1 Request Notice is received by the Requesting Holders Company, file a Form F-1 registration statement under the Securities Act, and other Holders who request use its reasonable best efforts to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Noticeeffect, providing for as soon as practicable thereafter, the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; Company within twenty (ii20) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities days after receipt of the Form F-1 Request Notice, subject only to the limitations of this Section 2.2; provided, however that the Company until shall not be obligated to effect any such date which is registration (i) if the Company has, within the ninety (90) days following effectiveness day period preceding the date of the Registration Statement filed Form F-1 Request Notice, already effected a registration under the Securities Act pursuant to this Section 2.2, or in response which the Holders had an opportunity to participate pursuant to the Demand Requestprovisions of Section 2.3, other than a registration pursuant to the provisions of Section 2.3 from which more than twenty percent (20%) of the Registrable Securities that were requested to be included were excluded; (ii) during the period that is sixty (60) 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) days after the effective date of, a Company-initiated registration (in which the Holder may include Registrable Securities pursuant to Section 2.3 of this Agreement, subject to underwriting limitations), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) if the Holders propose to sell Registrable Securities at an estimated aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $5,000,000; or (iv) such registration could be effected at such time on a Form F-3 pursuant to Section 2.4.

Request by Holders. Upon receipt If the Company shall, at any time after six (6) months following the closing of the Company’s first Qualified Public Offering, receive a written request from the Holders that hold of at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its reasonable best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has already twice, within the twelve (12) month period preceding the date of such Registrable request, effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction in which the Company has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fourth (4th) anniversary of the date of this Agreement or (ii) the taking effect of a registration statement for a Qualified Public Offering, receive a written request from the Holders that hold of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of a minimum of twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all the Holders. Each Demand Request The Holders shall (x) specify send a written notice stating the number of Registrable Securities that requested to be registered and included in such registration (the Requesting Holders intend “Request Securities”) to sell or dispose of, the Company within twenty (y20) state the intended method or methods of sale or disposition business days after receipt of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable Request Notice. The Company shall thereafter use its best efforts to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities all Request Securities, subject only to the extent necessary limitations of this Section 2.3; provided that the Company shall not be obligated to permit effect any such registration if the disposition Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) December 31, 2019 or (ii) six (6) months following the closing of a Qualified Public Offering, receive a written request from Holders that hold the Company file a registration statement under the Securities Act with respect to Registrable Securities held by such Holders, which Registrable Securities shall constitute at least twenty percent (20%) 10% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)Outstanding, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.2; provided that the Company shall not be obligated to effect any such registration if (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.2 or Section 2.4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.3, other than a registration from which the Registrable Securities in accordance of the Holders have been excluded (with respect to all or any portion of the intended method of distribution specified Registrable Securities the Holders requested be included in such Demand Request; registration) pursuant to the provisions of Section 2.3(a), (ii) use its reasonable best efforts such registration would not be expected to have such Registration Statement declared effective by a an aggregate offering price of at least US$500,000,000, or (iii) the SEC as soon as practicable thereafter; Company has already effected two (2) registrations pursuant this Section 2.2. For purposes of this Agreement, reference to registration of securities under the Securities Act and refrain from filing any other Registration Statements, the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than pursuant the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to a Registration Statement on the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent Government Authority in the applicable non-U.S. jurisdiction. In addition, “Form S-4 F-3” shall be deemed to refer to Form S-3 or S-8 (or similar or successor forms), with respect to any other comparable form under the U.S. securities of laws in the condition that the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response not at that time eligible to the Demand Requestuse Form F-3.

Request by Holders. Upon receipt of If the Company receives a written request from the Holders that hold at least twenty of twenty-five percent (2025%) of the Registrable Securities then outstanding (the “Requesting "Initiating Holders”") that the Company register Registrable file a registration statement under the Securities held by Requesting Holders (a “Demand Request”)Act on Form S-1, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“"Request Notice”") to all Holders. Each Demand Request Holders that a registration on Form S-1 (or such other form, including Form S-3, as shall (x) specify be determined by the number of Registrable Securities that the Requesting Holders intend to sell or dispose ofCompany in its good faith, (y) state the intended method or methods of sale or disposition reasonable business judgment, which shall allow sales of the Registrable Securities and by the Holders) (zthe "Requested Form") specify the expected price range (net of underwriting discounts and commissions) acceptable is being initiated and, thereafter, shall use its reasonable best efforts to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety the registration on the Requested Form under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration. The Company shall maintain the effectiveness of any such registration statement for a period of at least (90a) forty-five (45) days or (b) with respect to an underwritten offering, for such time as the underwriters may take to complete the distribution of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which in the Company has been so requested to register by offering. To be included in the Requesting Holders and registration, any Holder (other Holders who request to than the Company that their Registrable Securities be registered Initiating Holders) must provide, within twenty (20) days of the mailing after receipt of the Request Notice, providing for written notice to the Company of the number of shares of Company Common Stock such Holder has elected to include in the registration. Notwithstanding the foregoing, the Company shall not be obligated to effect any such Form S-1 or other form of registration as required by this subpart: (i) if the Company demonstrates to the reasonable satisfaction of the Initiating Holders that the Form S-3 filed pursuant to Section 2.2 is effective and available to permit sale and transfer of the Registrable Securities by the Initiating Holders to the public in the manner proposed by the Initiating Holders and certifies to the Investor that the prospectus relating to such Form S-3 does not include any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or otherwise necessary to make the statements therein not misleading in light of the circumstances then existing; or (ii) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act of such pursuant to this Section 2.3 or Section 2.2 that continues in full force and effect (other than a registration from which the Registrable Securities to of Holders requesting participation in the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than registration pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), this Section have been previously excluded with respect to any other securities or all of the Company until such date which is ninety (90) days following effectiveness of Registrable Securities that the Registration Statement filed Holders are requesting be included in response a registration pursuant to the Demand RequestSection).

Request by Holders. Upon receipt If the Company shall at any time not earlier than six (6) months after an initial underwritten public offering of its Common Shares, receive a written request from the Holders that hold of at least twenty ten percent (2010%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 3.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after their receipt of the Request Notice, subject only to the limitations of this Section 3.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.4, other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 3.4(a); provided, further, that no Holder may register more than fifty percent (50%) of the aggregate number of Registrable Securities held by such Holder in any one or more registrations that are initiated pursuant to this Section 3.3 prior to the twelve (12) month anniversary of the initial underwritten public offering of the Company’s Common Shares; provided, that for any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder” for purposes of this sentence. (b) Underwriting. If the Holders initiating the registration request under this Section 3.3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in subsection 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to the Holders of a majority of the Registrable Securities being registered. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the extent necessary underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any Subsidiary of the Company). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to permit withdraw therefrom by written notice to the disposition Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Registrable Securities in accordance with Holder, or the intended method estates and family members of distribution specified in any such Demand Request; (ii) use its reasonable best efforts partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; be a single “Holder,” and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), pro rata reduction with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.“Holder” shall be

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the effectiveness of a registration statement for a Qualified IPO, receive a written request from the Holders that hold of at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of the Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten fifteen (1015) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fourth anniversary after the Closing or (ii) following the taking effect of a registration statement for a Qualified IPO, receive a written request from the Holders that hold of at least twenty ten percent (2010%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of at least ten percent (10%) of the Registrable Securities held by Requesting Holders pursuant to this Section 2, (a “Demand Request”), or any lesser percentage if the anticipated gross receipts from the offering are to exceed US$1,000,000) then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2 or Section 4 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 3, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Request.provisions of Sections 2.2(b) or 3.2(b). EXHIBIT B

Request by Holders. Upon receipt At any time or from time to time after the earlier of (i) 90 days after any of the Common Stock of the Company has been registered after the date hereof under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes) or (ii) December 12, 1993, upon the written request of any Holder or Holders of a written request from Holders majority of the shares of Registrable Securities requesting that hold the Company effect the registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities (constituting in the aggregate at least twenty percent (20%) 200,000 shares or such lesser number of the Registrable Securities then outstanding outstanding) or, in the case or the Company-Paid Demand (as hereinafter defined) upon the “Requesting Holders”written request of any Holder or Holders of two-thirds of the shares of Registrable Securities (constituting in the aggregate at least 200,000 shares or such lesser number of Registrable Securities then outstanding) that and specifying the intended method of disposition thereof, the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such requested registration (which request (“Request Notice”shall specify the intended method of disposition of such Registrable Securities) to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Securities which the Requesting Holders and Company has been requested to register by any other Holders who Holder thereof by written request given to the Company that their Registrable Securities be registered within twenty (20) 15 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities written notice by the Company, all to the extent necessary to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified in such Demand Request; the Registrable Securities so to be registered; provided, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4(a), (iiA) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, (other than pursuant to a Registration Statement registration statement on Form S-4 S-3 or S-8 (any successor or similar or successor forms), with respect to any other securities short-form registration statement) within a period of nine months after the Company until such effective date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.any

Request by Holders. Upon receipt of If the Company shall, following the Closing, receive a written request from the Holders that hold at least twenty of twenty-five percent (2025%) of the Registrable Securities then outstanding (Purchased Shares issued as of the “Requesting Holders”) Closing, that the Company register file a registration statement under the Securities Act on Form S-3 or such other form as such Holders (upon the advice of the underwriters, if any, engaged by such Holders) may request (including a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities held by Requesting Holders (that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until all such Registrable Securities could be sold under Rule 144 in a “Demand Request”)single 90-day period) covering the registration of Registrable Securities, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use commercially reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice; PROVIDED that the Company shall not be obligated to permit effect any such registration if the disposition Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts Act pursuant to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 7(d)(iii), other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), registration from which the Registrable Securities of Holders have been excluded with respect to all or any other securities portion of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Request.the

Request by Holders. Upon receipt of a At any time from and after the date hereof, upon the written request from of any Holder or Holders requesting that hold at least twenty percent (20%) the Company effect the registration under the Securities Act of all or part of such Holder’s or Holders’ Registrable Securities representing not less than 10% of the Registrable Securities then outstanding (outstanding, and specifying the “Requesting Holders”) that intended method of disposition thereof, the Company register Registrable Securities held by Requesting Holders (a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Securities which the Requesting Holders and Company has been requested to register by any other Holders who Holder thereof by written request given to the Company that their Registrable Securities be registered within twenty (20) 15 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary Company (the original request and all additional requests given within such 15-day period being considered one request for registration), so as to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified in such Demand Request; (ii) use the Registrable Securities so to be registered; provided, however, that the Company may delay filing the registration statement for up to 180 days if its reasonable best efforts to have such Board of Directors determines that filing the Registration Statement declared effective would be materially detrimental to the Company. So long as the Company does not breach any of its obligations in respect of the registration contemplated by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, this Section 4 (other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor formsbreach which would not materially adversely affect any Holder’s rights hereunder), with respect to all Holders, the Company shall only be required to comply with an aggregate of five requests for registration pursuant to this Section 4. The requests for registration referred to in the preceding sentence may be exercised by the Holders, in the aggregate, no more than twice in a twelve calendar month period. If any Holder withdraws its request for registration following the filing of a registration statement therefor and other than as a result of a material adverse change in the business, financial condition or results of operations of the Company, such withdrawn request shall be deemed to be one of the five requests granted to the Holders pursuant to this Section 4. If (a) any Holder withdraws its request for registration (i) after the filing of a registration statement therefor as a result of a material adverse change in the business, financial condition or results of operations of the Company, or (ii) prior to such filing, (b) the Company withdraws the registration statement for any reason other than a breach by such Holder of its obligations hereunder with respect to such registration statement, or (c) an offering of Registrable Securities pursuant to the requested registration statement after it has become effective is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and the Holders of a majority of the Registrable Securities included in such registration statement determine not to proceed with such offering, then in each such event the request for such registration shall not be deemed to be one of the five requests granted to the Holders pursuant to this Section 4. The Holders shall only exercise registration rights for Registrable Securities which they intend to sell, transfer or otherwise dispose of within 60 days of the effectiveness of the registration statement relating to such Registrable Securities. The Company shall not include in such registration securities proposed to be sold for its account or securities held by any other Person, unless such securities proposed to be included in such registration are of the same class or series of capital stock of the Company until such date as the class or series of capital stock constituting Registrable Securities for which is ninety registration has been requested (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestor American Depositary Shares, as applicable).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) February 27, 2010 and (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request request, from either (A) the Holders that hold of at least twenty twenty-five percent (2025%) of the Registrable Securities then outstanding held by Investor Shareholders holding Series A Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders or (B) the “Requesting Holders”Holders of at least twenty-five percent (25%) of the Registrable Securities then held by Investor Shareholders holding Series B Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders, that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities in accordance of the Holders have been excluded (with respect to all or any portion of the intended method of distribution specified Registrable Securities the Holders requested be included in such Demand Request; registration) pursuant to the provisions of Section 2.4(a), or (ii) use its reasonable best efforts if the Holders do not propose to have sell Registrable Securities and such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90if any) days following effectiveness of the Registration Statement filed in response at an aggregate price to the Demand Requestpublic of at least US$3,000,000.

Request by Holders. Upon receipt If the Company shall at any time during the time period commencing immediately following the Company’s IPO and ending five (5) years thereafter, but subject to the terms of any “lock-up agreement” entered into between the underwriters of the Company’s IPO and a Holder (unless waived by such underwriters), receive a written request (“Form F-1 Request Notice”) from the Holders that hold of at least 20% (twenty percent (20%percent) of the Preferred Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.2, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand RequestForm F-1Request Notice, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its reasonable best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Form F-1 Request Notice, subject only to permit the disposition limitations of this Section 2.2; provided, however that the Company shall not be obligated to effect any such registration if (i) the Company has, within a ninety (90) day period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.2 or Section 2.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.3, other than a registration pursuant to the provisions of Section 2.3(c) from which more than 20% of the Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; Holders that were requested to be included were excluded; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which gives notice that it is engaged in preparation of a registration statement to be filed, in the Company’s good faith estimate, within ninety (90) days following effectiveness from the date of the Registration Statement filed Form F-1 Request Notice in response which the Holder may include Registrable Securities pursuant to Section 2.3 of this Agreement (subject to underwriting limitations); (iii) the Holders propose to sell Registrable Securities at an estimated aggregate price to the Demand Requestpublic (net of any underwriters’ discounts or commissions) of less than $5,000,000; or (iv) such registration could be effected on a Form F-3.

Request by Holders. Upon receipt If the Company (i) receives at any time commencing on the date of this Agreement and ending on the completion by the Company of an initial public offering of Common Stock (an “IPO”) pursuant to an effective Registration Statement under the Securities Act, a written request from (A) any Holder (each Holder making a request pursuant to this Section 1.2(a), a “Requesting Holder”) that holds as of the time it makes such request a number of shares of Common Stock equal to at least 20% of the aggregate number of shares of outstanding Common Stock as of the Effective Date or (B) Holders that hold at least twenty percent (20%) a majority in the aggregate of the Registrable Securities then outstanding or (ii) at any time following the “Requesting Holders”completion of an IPO by the Company pursuant to an effective Registration Statement under the Securities Act, a written request from any Holder or Holders requesting registration of an aggregate number of Registrable Securities equal to the greater of (A) at least 10% of the outstanding Registrable Securities at the time of the demand and (B) at least 5% of the outstanding Registrable Securities as of the Effective Date, that the Company register Registrable Securities held by Requesting Holders (any demand made pursuant to this Section 1.2(a), a “Demand Request”), then the Company shall, within ten (10) days after receipt of such Demand Request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities and Registrable Preferred that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and Registrable Preferred and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable SecuritiesSecurities and Registrable Preferred. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but in any event within ninety eighty (9080) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which and Registrable Preferred that the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered Company, within twenty thirty (2030) days of the mailing of the Request Notice, that their Registrable Securities and Registrable Preferred be registered, providing for the registration under the Securities Act of such Registrable Securities and Registrable Preferred to the extent necessary to permit the disposition of such Registrable Securities and Registrable Preferred in accordance with the intended method of distribution specified in such Demand Request; provided, that, if requested by the Requesting Holders, any such request for registration will be a “shelf registration” pursuant to Rule 415 under the Securities Act, if the Company is then eligible to use Form S-3; (ii) use its commercially reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter, but in no event later than ninety (90) days following the date of initial filing thereof with the SEC; and and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or Form S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90x) 180 days following effectiveness of the Registration Statement filed in response to the Demand RequestRequest or (y) 60 days following effectiveness of the Registration Statement filed in response to a Form S-3 Demand.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) three (3) years after the Initial Closing or (ii) six (6) months following the taking effect of a registration statement for the initial underwritten public offering of the securities of the Company (the “IPO”), receive a written request from the Holders that hold of at least twenty [***] percent (20[***]%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act on any internationally recognized exchange that is acceptable to such requesting Holders pursuant to this Section 2.3 covering the registration of the Registrable Securities held by Requesting Holders (then Outstanding subject to a “Demand Request”)minimum offering size of US$15,000,000, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (the “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities in accordance of the Holders have been excluded (with respect to all or any portion of the intended method of distribution specified Registrable Securities the Holders requested be included in such Demand Request; registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (ii2) use its reasonable best efforts Registration pursuant to have this Section 2.3. A registration shall not be counted as “effected” for purposes of this Section 2.3(a) until such Registration Statement time as the applicable registration statement has been declared effective by the SEC SEC, unless the Initiating Holders (as soon defined below) withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as practicable thereafter; “effected” for purposes of this Section 2.3(a). For purposes of this Agreement, reference to registration of securities under the Securities Act and refrain from filing any other Registration Statements, the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms)the United States as designated by such Holders, with respect to any other securities of the Company until it being understood and agreed that in each such date which is ninety (90) days following effectiveness of the Registration Statement filed case all references in response this Agreement to the Demand RequestSecurities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Request by Holders. Upon receipt After any Class A Shares of the Company have been registered after the date hereof under the Securities Act (other than a registration on Form F-4 or S-8, or any successor or other forms promulgated for similar purposes), upon the written request from of any Holder or Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) requesting that the Company register effect a registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities held by Requesting Holders (a “Demand Request”)and specifying the intended method of disposition thereof, then the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of 4 4 such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act, of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Securities which the Requesting Holders and Company has been requested to register by any other Holders who Holder thereof by written request given to the Company that their Registrable Securities be registered within twenty 15 days after the giving of such written notice by the Company (20) days which request shall specify the intended method of the mailing of the Request Notice, providing for the registration under the Securities Act disposition of such Registrable Securities to the extent necessary Securities), so as to permit the disposition of such Registrable Securities (in accordance with the intended method thereof as aforesaid) of distribution specified in the Registrable Securities so to be registered; provided, that, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4(a) (i) if the aggregate requests by the Holder or Holders for such Demand Request; registration do not cover at least 5% of the number of Registrable Securities then outstanding, (ii) use its reasonable best efforts to have such Registration Statement if a period of one year has not elapsed since the date that the SEC has declared effective (x) the registration statement last requested by any Holder pursuant to this Section 4(a) or (y) any registration statement effected under Section 3 hereof or (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than to regular audit conducted by the SEC as soon as practicable thereafter; and refrain from Company at the end of its fiscal year, in which case the filing any other Registration Statements, other than pursuant may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect be registered agree to any other securities pay the expenses of the Company until in connection with such date which is ninety (90) days following effectiveness of an audit other than the Registration Statement filed in response to the Demand Requestregular audit).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from the Holders that hold of at least twenty fifteen percent (2015%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders pursuant to this Section 2.3; and provided that (a “Demand Request”)i) the Registrable Securities to be registered would exceed ten percent (10%) of the total Registrable Securities then Outstanding or (ii) the anticipated aggregate gross proceeds of such registration would exceed US$20,000,000, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(b). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3.

Request by Holders. Upon receipt If the Company shall at any time after the earlier of (i) six (6) months after the closing of an IPO, or (ii) the second anniversary of the Closing Date (as defined in the Series E Purchase Agreement) receive a written request from Initiating Holders that hold at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.5, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.5; provided that the Company shall not be obligated to effect any such registration if: (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.5 or Section 2.7 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.6, other than a registration from which all or any portion of the Registrable Securities the Holders requested be included in such registration have been excluded in accordance with the intended method of distribution specified in such Demand RequestSection 2.6(b); (ii) use its reasonable best efforts In any particular jurisdiction in which the Company would be required to have execute a general consent to service of process in effecting such Registration Statement declared effective registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the SEC as soon as practicable thereafter; Securities Act; (iii) Prior to six (6) months after the effective date of the IPO in the jurisdiction in which the Initiating Holders have requested such registration be effected; (iv) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and refrain from filing ending on the date six (6) months immediately following the effective date of, any other Registration Statements, other than pursuant registration statement pertaining to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (v) After the Company has effected three (3) such registrations pursuant to this Section 2.5(a), and such registration has been declared or ordered effective; or (vi) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form S-3 or Form F-3 under the Securities Act as in effect on the date which is ninety hereof or any successor form under the Securities Act (90“Form S-3/F-3”) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requesta request made under Section 2.7 hereof.

Request by Holders. Upon receipt If the Company shall receive at any time (but not within 12 months of the effective date of another Registration Statement effected by the Company on behalf of any Holder pursuant to this Section 2.2, a written request ("Demand Notice") from Holders any Holder (treating as a single Holder for purposes of this Section 2.2(a) the Investors and any affiliated investment fund that hold at least twenty percent holds Registrable Securities) who holds Registrable Securities in excess of the greater of 200,000 units of Registrable Securities or 1% of the then outstanding number of shares of Class A Common Stock (20%each such Person eligible to make a request, an "Eligible Holder" and each such Person who makes a request, a "Requestor") that the Company file a Registration Statement under the Securities Act covering the Registration of Registrable Securities pursuant to this Section 2.2, then the Company shall, within fifteen (15) business days of the receipt of the Demand Notice, give written acknowledgment of such request ("Request Acknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all or any part of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)such Eligible Holder, then the Company Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and in such Demand Request, give written notice shall inform the Company of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities the Eligible Holder wishes to include in such Registration Statement. Eligible Holders who elect to participate in an offering pursuant to this Section 2.2 or pursuant to Section 2.3 (including but not limited to a Requestor) are referred to collectively as "Selling Shareholders". The Company shall effect, as soon as reasonably practicable, the Registration under the Securities Act of all Applicable Securities which the Selling Shareholders request to be registered and included in such Registration, subject only to the limitations of this Section 2.2; provided that the Requesting Holders intend aggregate amount of Applicable Securities requested to sell or dispose of, be registered pursuant to such request must either: (yi) state the intended method or methods be at least fifty percent (50%) of sale or disposition of the all Registrable Securities and then outstanding (zbut having an anticipated aggregate public offering price of at least $5,000,000) specify the expected or (ii) have an anticipated aggregate public offering price range (net of before any underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securitiesof not less than $10,000,000. Following receipt of a Demand Request, the The Company shall: (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) shall use its commercially reasonable best efforts to have maintain the effectiveness of such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other for not less than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requesttwelve months after it becomes effective.

Request by Holders. Upon the Company's receipt of a written request from of the Holders that hold of at least twenty percent (20%) % of the Registrable Securities then outstanding (the “Requesting Holders”) Shares that the Company register effect the registration under the Securities Act of all or part of such Holders' Registrable Securities held by Requesting Holders (a “Demand Request”)Shares, then and specifying the amount and intended method of disposition thereof, the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company has been so requested to register by Holders of at least 20% of the Requesting Holders Registrable Shares; and (ii) all other Holders who request to Registrable Shares which the Company that their Registrable Securities be registered has been requested to register by any other Holder thereof by written request received by the Company within twenty (20) 21 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary to permit Company (which request shall specify the intended method of disposition of such Registrable Securities Shares); provided, however, that the Company shall not be required to effect more than one registration during any twelve-month period pursuant to this Section 4; provided, further, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (other than on Form S-3 or any similar short-form registration statement) within a period of three months after the effective date of any other registration statement of the Company other than registration statements on Form S-3 (or any similar short-form registration statement or any successor or similar forms); provided, further, that in accordance with no event shall the intended method Company be required to effect more than two registrations in the aggregate pursuant to this Section 4. Promptly after the expiration of distribution specified the 21-day period referred to in such Demand Request; clause (ii) use its reasonable best efforts above, the Company will notify all the Holders to have be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such Registration Statement declared effective registration, cause such registration to be withdrawn by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant Company by providing a written notice to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until requesting such date which is ninety (90) days following effectiveness withdrawal; provided, however, that upon any such request for withdrawal, such Holders shall have forfeited their right to such demand hereunder, and such Holders shall be responsible for the payment, on a pro rata basis, of the all Registration Statement filed Expenses incurred in response to the Demand Requestconnection therewith.

Request by Holders. Upon receipt If the Company shall receive, at any time after the earlier of: (i) (x) the fifth (5th) anniversary of the closing date under the Onshore A-2 Capital Increase Agreement with respect to Tencent, and (y) the sixth (6th) anniversary of the closing date under the Onshore A-2 Capital Increase Agreement with respect to other Holders (provided that if Tencent exercises the right of demand registration in accordance with the foregoing (x), other Holders shall also be entitled to exercises the right of demand registration in accordance with the mechanism hereof); or (ii) a Qualified IPO, a written request from the Holders that hold (for the avoidance of doubt, in case Tencent exercises the right of demand registration in accordance with Section 3.3(a)(i)(x), such Holders shall include Tencent and other Holders thereafter entitled and elect to exercise the right of demand registration) of at least twenty thirty percent (2030%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register files a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 3.3, then the Company shall, within ten (10) days Business Days after the receipt of such Demand Requestwritten request, give a written notice of such request (the “Request Notice”) to all Holders. Each Demand Request The Holders shall (x) specify send a written notice stating the number of Registrable Securities that requested to be registered and included in such registration (the Requesting Holders intend “Request Securities”) to sell or dispose of, the Company within ten (y10) state the intended method or methods of sale or disposition Business Days after receipt of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable Request Notice. The Company shall thereafter use its best efforts to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing registration of the Request NoticeSecurities, providing for the registration under the Securities Act of such Registrable Securities subject only to the extent necessary to permit the disposition limitations of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of the Company until such date which is ninety (90) days following effectiveness of the Registration Statement filed in response to the Demand Requestthis Section 3.3.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (1) two (2) years after the date of the Shareholders Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from Series B Holders that hold of at least twenty percent (20%) 50% of the Series B Shares then outstanding, or the Holders of at least 50% of the Registrable Securities then outstanding (the “Requesting Holders”) outstanding, that the Company register file a registration statement under the Securities Act covering the registration of such Holders Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to Section 2.3 of this Appendix, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of Section 2.3 of this Appendix; provided that the Company shall not be obligated to effect any such registration If the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to Section; 2.3 or Section 2.5 of this Appendix or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4 of this Appendix, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a) of this Appendix.

Request by Holders. Upon receipt If the Company shall, at any time after six (6) months following the closing of the Company’s first Qualified Public Offering (as defined in the Carlyle Rights Agreement), receive a written request from Holders that hold a Holder of at least twenty percent (20%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 1.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its reasonable best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 1.3; provided that the Company shall not be obligated to effect any such registration if the Company has already twice, within the twelve (12) month period preceding the date of such Registrable request, effected a registration under the Securities Act pursuant to this Section 1.3 or Section 1.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 1.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 1.4(a). For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction in which the Company has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. Upon receipt of a the written request from of the Holders that hold of at least twenty percent (20%) 10% of the Registrable Securities then outstanding Shares (calculated on the “Requesting Holders”based on the number in clause (i) of its definition) that the Company register effect the registration under the Securities Act of all or part of such Holders' Registrable Securities held by Requesting Holders Shares, and specifying the amount (a “Demand Request”)which shall not be less than 10% of the Registrable Shares (calculated on the based on the number in clause (i) of its definition) in the aggregate) and the intended method of disposition thereof, then the Company shall, within ten (10) days after receipt of such Demand Request, will promptly give written notice of such request (“Request Notice”) requested registration to all Holders. Each Demand Request shall (x) specify the number other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that the Requesting Holders intend to sell or dispose Act of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: : (i) cause to be filed, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities Shares which the Company has been so requested to register by Holders of at least 10% of the Requesting Holders Registrable Shares; and (ii) all other Holders who request to Registrable Shares which the Company that their Registrable Securities be registered has been requested to register by any other Holder thereof by written request received by the Company within twenty (20) 30 days of after the mailing of the Request Notice, providing for the registration under the Securities Act giving of such Registrable Securities to written notice by the extent necessary to permit Company (which request shall specify the intended method of disposition of such Registrable Securities Shares); provided, however, that the Company shall not be required to effect more than two registrations pursuant to this Section 4; provided, further, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by the Company of an intended registration and prior to the effective date of the registration statement referred to in accordance such notice, or (y) within a period of 90 days after the effective date of any other registration statement of the Company requested by a Holder pursuant to this Section 4 or pursuant to which the Holders included Registrable Shares. The Holders initially requesting a registration pursuant to this Section 4 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; provided, however, that, in the event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the intended method of distribution specified SEC in connection therewith but prior to such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement demand registration being declared effective by the SEC or (II) which is not declared effective solely as soon as practicable thereafter; and refrain from filing any other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities result of the Company until such date which is ninety (90) days following effectiveness failure of the Registration Statement filed Holders to take all actions reasonably required in response order to the Demand Request.have

Request by Holders. Upon receipt If the Company shall at any time after the earlier of (i) the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO receive a written request from the Holders that hold of at least twenty percent (20%) % of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use all reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) Business Days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 3; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 4(a).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the Closing Date (as defined in the Share Purchase Agreement) or (ii) one (1) year following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least 50% of the Registrable Securities then outstanding that hold the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.3, then the Company shall, within ten (10) days after Business Days (as defined in Share Purchase Agreement) of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a). Notwithstanding the foregoing, the Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. Upon receipt If Tality shall, at any time after the expiration of the 180-day "lock-up" period pursuant to the Underwriting Agreement (the "LOCK-UP EXPIRATION DATE"), receive a written request from Holders that hold Cadence, Holdings or any subsequent Holder of LP Units originally issued to Cadence, Holdings or any other member of the Cadence Group (or any Registrable Securities issued in exchange therefor) holding at least twenty ten percent (2010%) of the aggregate outstanding number of such LP Units that Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the registration of Registrable Securities then outstanding (the “Requesting Holders”) that the Company register Registrable Securities held by Requesting Holders (a “Demand Request”pursuant to this Section 3.4(b), then the Company Tality shall, within ten (10) days Business Days after the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to Tality within twenty (20) days after receipt of the Request Notice, subject only to the extent necessary limitations of this Section 3.4(b); PROVIDED, HOWEVER, that the Registrable Securities requested by all Holders to permit be registered pursuant to such request must be at least ten percent (10%) of all Registrable Securities then held by or issuable to them; PROVIDED FURTHER, that Tality shall not be obligated to effect any such registration if Tality has, within the disposition six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3.4(b) or Section 3.4(d), or in accordance with which the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts Holders had an opportunity to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration Statementsparticipate pursuant to Section 3.4(c), other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand RequestSection 3.4(c)(i).

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the Series A Closing Date and (ii) six (6) months following the closing of a Qualified IPO, receive a written request from the Holders that hold of at least twenty ten percent (2010%) of the Registrable Securities then outstanding (the “Requesting Holders”voting together as a single class on an as-converted basis) that the Company register file a Registration Statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 3.2, then the Company shall, within ten (10) days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 3.2; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3.2 if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3.2 or Section 3.4 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 3.3, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 3.3(a). For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in any jurisdiction in which the Company’s securities are listed, quoted or registered, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall be deemed to refer to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of any equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (i) the fifth anniversary of the date hereof and (ii) the expiration of six months after an IPO or a direct listing of Ordinary Shares or of shares of a listing vehicle Affiliated with Company for purposes of consummating a Qualified IPO for the Group (or securities representing such Ordinary Shares or shares of the listing vehicle) at any securities exchange, receive a written request from the Holders that hold of at least twenty percent (20%) 10% of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 3 of Schedule 2, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use all reasonable efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders (including other Shareholders who so) request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within 20 Business Days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 3 of Schedule 2; provided, that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$5,000,000; provided, further, that the Company shall not be obligated to effect any such registration if the Company has, within the six-month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3 of Schedule 2 or Section 5 of Schedule 2, or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 4 of Schedule 2, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 4(a) of Schedule 2.

Request by Holders. Upon receipt of If the Company shall receive a written request from the Holders that hold of at least twenty fifty percent (2050%) of the Registrable Securities then outstanding (the “Requesting Holders”) Outstanding that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders pursuant to this Section 3; and provided that (a “Demand Request”)i) the Registrable Securities to be registered would exceed fifty percent (50%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed US$20,000,000, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of this Section 3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5 or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 4(b). The Company until such date which is ninety shall be obligated to effect no more than one (901) days following effectiveness registration pursuant to this Section 3 or Section 5 for every 5% of the Registration Statement filed in response Company’s outstanding share capital on a Fully-Diluted (by Treasury Method) basis held by the Holders, such percentage to be calculated as of the Demand Requestdate immediately following the last day of the Lock-up Period (solely for purposes of illustration, (x) the Company will be obligated to effect no more than one (1) registration pursuant to this Section 3 or Section 5 if the Holders hold, as of the date immediately following the last day of the Lock-up Period, 9% of the Company’s outstanding share capital on a Fully-Diluted (by Treasury Method) basis, and (y) the Company will be obligated to effect no more than two (2) registrations pursuant to this Section 3 or Section 5 if the Holders hold, as of the date immediately following the last day of the Lock-up Period, 13% of the Company’s outstanding share capital on a Fully-Diluted (by Treasury Method) basis).

Request by Holders. Upon receipt If the Company shall at any time not earlier than six (6) months after an initial underwritten public offering of its Common Shares, receive a written request from the Holders that hold of at least twenty ten percent (2010%) of the Registrable Securities then outstanding (the “Requesting Holders”) that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 3.3, then the Company shall, within ten (10) days after Business Days of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after their receipt of the Request Notice, subject only to permit the disposition limitations of this Section 3.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to this Section 3.3 or Section 3.5, or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 3.4, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety registration) pursuant to the provisions of Section 3.4(a); provided, further, that no Holder may register more than fifty percent (9050%) days following effectiveness of the Registration Statement filed aggregate number of Registrable Securities held by such Holder in response any one or more registrations that are initiated pursuant to this Section 3.3 prior to the Demand Requesttwelve (12) month anniversary of the initial underwritten public offering of the Company’s Common Shares; provided, that for any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder” for purposes of this sentence.

Request by Holders. Upon receipt If the Company shall, at any time after the earlier of (1) two (2) years after the date of the Shareholders Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from Series B Holders that hold of at least twenty percent (20%) 50% of the Series B Shares then outstanding, or the Holders of at least 50% of the Registrable Securities then outstanding (the “Requesting Holders”) outstanding, that the Company register file a registration statement under the Securities Act covering the registration of such Holders’ Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to Section 2.3 of this Appendix, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice, providing for the registration under the Securities Act of such all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of Section 2.3 of this Appendix; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such Registrable request, already effected a registration under the Securities Act pursuant to Section 2.3 or Section 2.5 of this Appendix or in accordance with which the intended method Holders had an opportunity to participate pursuant to the provisions of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any other Registration StatementsSection 2.4 of this Appendix, other than pursuant to a Registration Statement on Form S-4 or S-8 registration from which the Registrable Securities of the Holders have been excluded (or similar or successor forms), with respect to all or any other securities portion of the Company until Registrable Securities the Holders requested be included in such date which is ninety (90registration) days following effectiveness of the Registration Statement filed in response pursuant to the Demand Requestprovisions of Section 2.4(a) of this Appendix.

Request by Holders. Upon receipt of If the Company shall, at any time beginning 180 days after the date hereof and at least 180 days after the last registration pursuant to this Section 2.2 (unless any Registration Securities were excluded from such registration pursuant to Section 2.2(b)), receive a written request from (i) the Holders that hold of at least twenty forty-two percent (2042%) of the Registrable Securities then outstanding outstanding, provided that the anticipated aggregate offering price of such Registrable Securities would not be less than $2,000,000, (the “Requesting Holders”ii) Palladin Capital Group, Inc. ("Palladin"); provided that Palladin has not previously exercised a demand pursuant to this Section 2.2(a)(ii) or (iii) Reservoir Capital Group, Inc. ("Reservoir"); provided that Reservoir has not previously exercised a demand pursuant to this Section 2.2(a)(iii), that the Company register file a registration statement under the Securities Act covering the registration of Registrable Securities held by Requesting Holders (a “Demand Request”)pursuant to this Section 2.2, then the Company shall, within ten (10) business days after of the receipt of such Demand Requestwritten request, give written notice of such request (“"Request Notice”") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend , and use its best efforts to sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a Demand Request, the Company shall: (i) cause to be filedeffect, as soon as practicable, but within ninety (90) days of the date of delivery to the Company of the Demand Request, under a Registration Statement covering such Registrable Securities which the Company has been so registration statement form requested to register by the Requesting Holders and other Holders who initiating the registration request to (the Company that their Registrable Securities be registered within twenty (20) days of the mailing of the Request Notice"Initiating Holders"), providing for the registration under the Securities Act of such all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to the extent necessary Company within twenty (20) days after receipt of the Request Notice, subject only to permit the disposition limitations of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its reasonable best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and refrain from filing any this Section 2.2. No other Registration Statements, other than pursuant to a Registration Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities shares of the Company until such date which is ninety (90other than Registrable Securities) days following effectiveness shall be included in a registration pursuant to this Section 2.2 without the written consent of the Registration Statement filed in response to the Demand RequestInitiating Holders.