Common use of Request by Holders Clause in Contracts

Request by Holders. 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 of twenty-five percent (25%) of the Purchased Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, 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 on Form S-1 or any successor registration form.

Request by Holders. If, at any time following Upon 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 of the Holders of twenty-five percent at ------------------ least 10% of the Registrable Shares (25%calculated on the based on the number in clause (i) of the Purchased Shares issued as of the Closing its definition) that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, BAMSI effect the registration under the Securities Act of all or part of such Holders' Registrable Securities that Holders request to be registered Shares, and included in such registration by written notice given by such Holders to specifying the Company within twenty amount (20) days after receipt of the Request Notice; provided that the Company which shall not be obligated 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 notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts 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 of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders of at least 10% of the 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 giving of such written notice by BAMSI (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that BAMSI shall not be required to effect more than -------- ------- two registrations 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 registration4; provided, further, that the Company BAMSI -------- ------- shall have no obligation not be obligated to file any a registration statement contemplated by relating to a registration request under this Section 2(b4 (x) if the expected gross proceeds registration request is delivered after delivery of a notice by BAMSI of an intended registration and prior to the sale of Registrable Securities under such registration statement, based on the market price of the Common Stock as of the effective date of the initial registration statement referred to in 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 such a demand registration delivered (I) which is subsequently withdrawn by the HoldersHolders after BAMSI has filed a registration statement with the SEC in connection therewith but prior to such demand registration being 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 the registration and the related registration statement declared effective by the SEC, does not exceed Three Million Dollars ($3,000,000then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). If Promptly after the expiration of the 21-day period referred to in clause (ii) above, BAMSI will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration formto be included therein.

Request by Holders. 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, If the Company receives a written request from the Holders of twenty-five percent (25%) of the Purchased Shares issued as of Registrable Securities then outstanding (the Closing "INITIATING HOLDERS") that the Company 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 SecuritiesS-1, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request NoticeREQUEST NOTICE") to all Holders that a registration statement on Form S-1 (or such other form, including Form S-3, as shall be determined by the Company in its good faith, reasonable business judgment, which shall allow sales of the Registrable Securities by the Holders) (the "Requested Form") is being initiated and, and thereafter, shall use commercially its reasonable best efforts to effect, as soon as practicable, 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 by written notice given by statement for a period of at least (a) forty-five (45) days or (b) with respect to an underwritten offering, for such Holders time as the underwriters may take to complete the Company distribution of Registrable Securities in the offering. To be included in the registration, any Holder (other than the Initiating Holders) must provide, within twenty (20) days after receipt of the Request Notice; provided that , 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 pursuant to this Section 2(b) 2.3 or Section 2(c) or 2.2 herein that continues in full force and effect (d), other than a registration from which the Registrable Securities of Holders requesting participation in the registration pursuant to this Section have been previously excluded with respect to any or all or any portion of the Registrable Securities that the Holders requested are requesting be included in such registration; provided, further, that the Company shall have no obligation a registration pursuant 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 ($3,000,000Section). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If, at any time following On or after the first anniversary date that is one hundred eighty (180) days after the closing date of the ClosingOffering, as defined in upon 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 of the Holders of twenty-five at least ten percent (2510%) of the Purchased Registrable Shares issued as (based on the number in clause (i) of the Closing definition thereof) that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, AremisSoft effect the registration under the Securities Act of all or part of such Holders' Registrable Securities that Holders request to be registered Shares, and included in such registration by written notice given by such Holders to specifying the Company within twenty amount (20) days after receipt of the Request Notice; provided that the Company which shall not be obligated less than ten percent (10%) of the 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 notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts 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 of: (i) the Registrable Shares that AremisSoft has been so requested to register by Holders of at least ten percent (10%) of the Registrable Shares; and (ii) all other Registrable Shares that AremisSoft has been requested to register by any other Holder thereof by written request received by AremisSoft within twenty-one (21) days after the giving of such written notice by AremisSoft (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that AremisSoft shall not be required to effect more than three (3) registrations 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 registration4; 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 Company shall have no 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 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 any a registration statement contemplated by under this Section 2(b4 shall be deferred for a period not to exceed ninety (90) if days from the expected gross proceeds receipt of the sale of Registrable Securities under such registration statementrequest). The Holders initially requesting a registration pursuant to this Section 4 may, based on at any time prior to the market price of the Common Stock as of the effective date of the initial 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 such a demand registration delivered (I) that is subsequently withdrawn by the HoldersHolders after AremisSoft has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) that is not declared effective solely as a result of the 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, does not exceed Three Million Dollars ($3,000,000then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). If Promptly after the expiration of the twenty-one (21) day period referred to in clause (ii) above, AremisSoft will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration formto be included therein.

Request by Holders. IfIf the Company shall, at any time following after the first earlier of (i) the fourth anniversary of the Closingdate hereof (or February 1, as defined 2005 in the Purchase Agreement, during which case of the Holders of Series A Preference Shares) or (ii) six (6) months after the initial public offering of the Company is not eligible of shares of Capital Stock of the Company pursuant to file a an effective registration statement on Form S-3under the Securities Act or a similar statute in any other jurisdiction, the Company receives receive a written request from the either (a) Holders of at least twenty-five percent (25%) of the Purchased Shares issued as aggregate Registrable Securities then outstanding and held by the Ordinary Investors (the “Ordinary Investor Holders”), (b) Holders of at least twenty-five percent (25%) of the Closing 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 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 SecuritiesSecurities pursuant to this Section 2.1, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, 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, subject only to the limitations of this Section 2.1; provided and provided, that the Company shall not be obligated to effect any such registration if the Company has, within the six one hundred twenty (6120) month day period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2(b) 2.1 or Section 2(c) 2.3, or (d)in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.2, 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 2.1(b) or Section 2.2(b); and provided, further, that the Company only shall have no obligation be obligated to file any effect a registration statement contemplated by this Section 2(b) pursuant to the above if the expected gross proceeds of the sale of Registrable Securities under such registration statement, based on the market covers Capital Stock having an aggregate offering price in excess of the Common Stock as of the date of the initial request for such registration delivered by the Holders, does not exceed Three Million five million United States Dollars ($3,000,000USD5,000,000). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. IfIf the Company shall, at any time after the earlier of (i) January 1, 2016 or (ii) six (6) months following the first anniversary taking effect of the Closing, as defined in the Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3for a Qualified Public Offering, the Company receives receive a written request from the Holders of twenty-five percent at least fifty (2550%) of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 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 SecuritiesSecurities then outstanding pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided, further, that ) pursuant to the provisions of Section 2.4(a). The Company shall have be obligated to effect no obligation to file any registration statement contemplated by this Section 2(bmore than three (3) registrations for the Preferred Shareholders, provided that if the expected gross proceeds of the sale of all of the Registrable Securities under 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 such registration, such registration statement, based on the market price shall not be deemed to constitute one of the Common Stock as registration rights granted pursuant to this Section 2.3; provided further that the registration pursuant to Section 2.4 or Section 2.5 shall not be deemed to constitute one 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 on Form S-1 or any successor registration form.rights granted pursuant to this Section 2.3..

Request by Holders. If, at any time following Upon 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 of the Holders of twenty-five at least ten percent (2510%) of the Purchased Registrable Shares issued as (based on the number in clause (i) of the Closing definition thereof) that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, Track 'n Trail effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than ten percent (10%) of the 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 notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares that Track 'n Trail has been so requested to register by Holders request of at least ten percent (10%) of the Registrable Shares; and (ii) all other Registrable Shares that Track 'n Trail has been requested to be registered and included in such registration register by any other Holder thereof by written notice given request received by such Holders to the Company Track 'n Trail within twenty twenty-one (2021) days after receipt the giving of such written notice by Track 'n Trail (which request shall specify the Request Noticeintended method of disposition of such Registrable Shares); provided PROVIDED, HOWEVER, that the Company 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 effect any such file a registration statement relating to a registration request under this Section 4 (x) if the Company has, within registration request is delivered after delivery of a notice by Track 'n Trail of an intended registration and prior to the six (6) month period preceding the effective date of the registration statement referred to in such requestnotice, already effected (y) within a period of ninety (90) days after the effective date of any other registration under the Securities Act statement of Track 'n Trail requested by a Holder pursuant to this Section 2(b) 4 or Section 2(c) pursuant to which any Holder included Registrable Shares, or (dz) 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), other than 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 which the Registrable Securities 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 SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) that is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have been excluded with respect to all or the registration and the related registration statement declared effective by the SEC, then, in any portion such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the Registrable Securities twenty-one- (21-) day period referred to in clause (ii) above, Track 'n Trail will notify all the Holders requested to 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 other Holders and the number of shares 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 Shares requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration formto be included therein.

Request by Holders. IfFrom and after April 13, at any time following 2013, upon the first anniversary written request 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 Holder or Holders of twenty-five percent (25%) at least 51% of the Purchased Registrable Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all such Holder or Holders’ Registrable Shares, and specifying the amount and intended method of disposition thereof, the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and use its commercially reasonable efforts to effect the registration under the Securities that Holders request Act (including, without limitation, by means of a shelf registration pursuant to be registered Rule 415 under the Securities Act if so requested, and included in if the Company is then eligible to use such registration registration) of: (i) the Registrable Shares which the Company has been so requested to register by such Holder or Holders, and (ii) all other Registrable Shares which the Company has been requested to register by any other Holder thereof by written notice given request received by such Holders to the Company within twenty (20) 14 days after receipt the giving of such written notice by the Request NoticeCompany (which request shall specify the intended method of disposition of such Registrable Shares); provided provided, however, that the Company shall not be obligated to effect file a registration statement relating to a registration request under this Section 2 (other than on Form S-3 or any such similar short-form registration if statement) within a period of 180 days after the effective date of any other registration statement of the Company has, within the six other than registration statements on Forms S-3 or S-8 (6or any similar short-form registration statement) month period preceding the date of such request, already effected a or any-successor or similar forms. The Company shall be required to effect one registration under the Securities Act pursuant to this Section 2(b) or Section 2(c) or (d)2, other than provided, however, that if a registration from which the Registrable Securities of Holders have been excluded with respect requested pursuant to all or any portion this Section 2 involves an underwritten public offering and 100% of the Registrable Securities Shares requested to be registered pursuant to this Section 2 are not included in such offering, then the Holders requested shall be entitled to demand, and the Company shall be required to effect, an additional registration in accordance with the terms and conditions of this Agreement. 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 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, furtherhowever, that 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 shall have no obligation to file any has filed a registration statement contemplated with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC, unless such withdrawal is due to a material and adverse change in the Company’s business, condition (financial or otherwise), results of operations, properties, assets, liabilities or prospects, or (ii) which is not declared effective solely as a result of the failure of the 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 event, such demand registration shall be counted as a demand for registration for purposes of 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 ($3,000,0002(a). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If, If the Company shall receive at any time following the first anniversary (but not within 12 months of the Closing, as defined in the Purchase Agreement, during which effective date of another Demand Registration Statement effected by the Company is not eligible on behalf of any Holder pursuant to file a registration statement on Form S-3this Section 2.2), the Company receives a written request ("Demand Notice") from the Holders any Holder who holds Registrable Securities in excess of twenty-five percent (25%) 1% of the Purchased Shares issued as then outstanding number of the Closing 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 the Company file a registration statement Registration Statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration Registration of Registrable SecuritiesSecurities pursuant to this Section 2.2, then the Company shall, within ten fifteen (1015) business days of the receipt of such written requestthe Demand Notice, give written notice acknowledgment of such request ("Request NoticeAcknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all Holdersor any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and use commercially reasonable efforts in such notice shall inform the Company of 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 Registration under the Securities Act of all Registrable Applicable Securities that Holders which the Selling Shareholders request to be registered and included in such registration by written notice given by such Holders Registration, subject only to the Company within twenty (20) days after receipt limitations of the Request Noticethis Section 2.2; provided that the Company shall not Applicable Securities requested by the Requestor(s) to 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 registered pursuant to this Section 2(bsuch request must either: (i) or Section 2(cbe at least ten percent (10%) of all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of at least $5,000,000) or (d), other ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less 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 on Form S-1 or any successor registration form10,000,000.

Request by Holders. IfIf the Company shall, at any time after the earlier of (i) six (6) years after Closing or (ii) one (1) year following the first anniversary taking effect of the Closing, as defined in the Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3for a Qualified Initial Public Offering, the Company receives receive a written request from the Holders of at least twenty-five percent (25%) of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 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 SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided, further, that ) pursuant to the provisions of Section 2.4(a). The Company shall have be obligated to effect no obligation more than two (2) Registrations pursuant to file any registration statement contemplated by this Section 2(b) if 2.3. For purposes of this Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 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 shall register such Registrable Securities on is not at that time eligible to use Form S-1 or any successor registration formF-3.

Request by Holders. IfIf the Company shall, at any time following after the first earlier of (i) the fifth (5th) anniversary of the Closingdate of this Agreement or (ii) six (6) months following the closing of a Qualified IPO, 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 receive a written request from the Holders of twenty-five percent (25%) at least 20% of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("the “Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided, further, that ) pursuant to the provisions of Section 2.4(a). The Company shall have be obligated to effect no obligation more than three (3) registrations pursuant to file any registration statement contemplated by this Section 2(b) if 2.3. For purposes of this Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 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 shall register such Registrable Securities on is not at that time eligible to use Form S-1 or any successor registration formF-3.

Request by Holders. If, at At any time following the first anniversary closing of the ClosingCompany’s Initial Offering and until the expiration of the seventh (7th) anniversary thereof, as defined but subject to the terms of any “lock-up agreement” entered into between the underwriters of the Initial Offering (or, in the Purchase Agreementevent that the Initial Offering is a SPAC Transaction, during which between the Company is not eligible to file Company) and a registration statement on Form S-3Holder (unless waived by such underwriters), the Company receives Initiating Holders may request in writing (a written request from the Holders of twenty-five percent (25%“Form F-1 Request Notice”) of the Purchased Shares issued as of the Closing that the Company 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, then the Company shall, within Securities pursuant to this Section 2.2.1. Within ten (10) business days of the Business Days after receipt of any such written requestForm F-1 Request Notice, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Securities held by all such Holders who wish to participate in such demand registration and provide the Company with written requests for inclusion therein within fifteen ("Request Notice"15) to all HoldersBusiness Days after the receipt of the Company’s notice. Thereupon, and use the Company shall make commercially reasonable best efforts to effect, as soon as practicable, effect the registration under the Securities Act of all Registrable Securities that Holders request as 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 Noticewhich it has received requests for registration; provided provided, however, that the Company shall not be obligated required to effect any such registration if under this Section 2.2: (a) within a period of one hundred and eighty (180) days following the Company has, within the six (6) month period preceding the effective date of such request, already effected a previous registration under the Securities Act pursuant to this Section 2(b) 2.2 or Section 2(c2.3, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.1; (b) 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 US$5,000,000; (dc) if the Company 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 from the date of the Form F-1 Request Notice in 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 Holders 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), 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, furtherhowever, that the Company shall have no obligation 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 file any registration statement contemplated by this Section 2(bwhich the requesting Holder was actually entitled to sell Ordinary Shares; or (d) if the expected gross proceeds of the sale of Registrable Securities under such registration statement, based could be effected 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 on a Form S-1 or any successor registration formF-3.

Request by Holders. If, at any time following the first anniversary of the Closing, as defined in the Purchase Agreement, during which If the Company is not eligible to file a registration statement on Form S-3, the Company receives shall receive a written request from the Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing a Holder that the Company file a registration statement Registration Statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable SecuritiesSecurities pursuant to this Section 2.1 (a "Holder Notice"), then the Company shall, within ten (10) business days 10 Business Days of the receipt of such written requestHolder Notice, give written notice of such request ("Request Company Notice") to all Holders. 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 demand rights under this Section 2.1(a) ("Inclusion Notice"), and the Company shall use its commercially reasonable efforts to effect, as soon as practicable, 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 the Inclusion Notice, subject only to the Company within twenty (20) days after receipt limitations of this Section 2.1. Notwithstanding the foregoing and provided that SJMB, L.P. shall be entitled to one demand registration under this Section 2.1 regardless of its percentage of the Request Notice; provided that Registrable Securities Then Outstanding, the Company shall not be obligated required to effect any such 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 (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2(b) 2.1, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2(c) or (d)2.2, 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 ) pursuant to the Company shall have no obligation to file any registration statement contemplated by this provisions of Section 2(b2.2(a) if or (z) at the expected gross proceeds time of the sale of Registrable Securities under such registration statement, based on the market price Company's receipt of the Common Stock as Holder Notice, the filing of the date of Registration Statement or at any time during which the initial request for such registration delivered by the Holders, does not exceed Three Million Dollars ($3,000,000). If requested by such HoldersRegistration Statement is effective, the Company shall is not eligible to register such Registrable Securities ("S3 Eligible") the resale of shares by Holders on Form S-1 S-3 under General Instructions I.A and I.B.3 to Form S-3 (or any applicable successor registration form).

Request by Holders. IfIf the Company shall, at any time after the earlier of (i) that date that is four (4) years following the first anniversary of the Closing, Closing Date (as defined in the Share Purchase Agreement) or (ii) the closing of an IPO, during which the Company is not eligible to file a registration statement on Form S-3, the Company receives receive a written request from the Holders of twenty-five percent (25%) at least 20% of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("the “Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided, further, that ) pursuant to the provisions of Section 2.4(a). The Company shall have be obligated to effect no obligation more than three (3) registrations pursuant to file any registration statement contemplated by this Section 2(b) if 2.3. For purposes of this Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 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 shall register such Registrable Securities on is not at that time eligible to use Form S-1 or any successor registration formF-3.

Request by Holders. IfIf the Company shall, at any time after six (6) months following the first anniversary closing of the Closing, Company’s first Qualified Public Offering (as defined in the Purchase Carlyle Rights Agreement), during which the Company is not eligible to file a registration statement on Form S-3, the Company receives receive a written request from the Holders a Holder of twenty-five at least twenty percent (2520%) of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 SecuritiesSecurities pursuant to this Section 1.3, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 1.3; provided that the Company shall not be obligated to effect any such registration if the Company hashas already twice, within the six twelve (612) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2(b) 1.3 or Section 2(c) 1.5 or (d)in which the Holders had an opportunity to participate pursuant to the provisions of Section 1.4, 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; provided) pursuant to the provisions of Section 1.4(a). For purposes of this Agreement, further, that 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 shall have no obligation has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement 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 HoldersAct, the Company Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall register such Registrable Securities on Form S-1 or any successor be deemed to refer, to the equivalent statutes, rules, forms of registration formstatements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. If, If the Company shall at any time following beginning 180 days after the first anniversary date 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 Closing receive a written request from the Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing any Holder that the Company 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 SecuritiesSecurities pursuant to this Section 2.2, then the Company shall, within ten five (105) business days Business Days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, effect 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, subject only to the limitations of this Section 2.2; provided that, in connection with a demand registration requested pursuant to this Section 2.2, 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, however, that the Company shall not be required to cause any registration statement prepared and filed with the Commission in connection with a demand registration pursuant to this Section 2.2 to be declared effective within 240 days after the Closing; provided that the Company shall not be obligated to effect any such registration 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(b) 2.2 or Section 2(c) 2.4 or (d)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 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 registration have been excluded in accordance with Section 2.3(b); (ii) if in any particular jurisdiction in which the Company shall have no obligation would be required to file any registration statement contemplated execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; and (iii) after the Company has effected three (3) such registrations pursuant to this Section 2(b) if the expected gross proceeds of the sale of Registrable Securities under 2.2(a), and each 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 on Form S-1 has been declared or any successor registration formordered effective.

Request by Holders. IfIf the Company shall, at any time after the earlier of (i) that date that is four years following the first anniversary of the Closing, Closing Date (as defined in the Purchase Agreement) or (ii) the closing of a Qualified IPO, during which the Company is not eligible to file a registration statement on Form S-3, the Company receives receive a written request from the Holders of twenty-five percent (25%) at least 20% of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("the “Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided, further, that ) pursuant to the provisions of Section 2.4(a). The Company shall have be obligated to effect no obligation more than two (2) registrations pursuant to file any registration statement contemplated by this Section 2(b) if 2.3. For purposes of this Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 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 shall register such Registrable Securities on is not at that time eligible to use Form S-1 or any successor registration formF-3.

Request by Holders. IfAt any time, at any and from time following to time, after the first second anniversary of the Closing, as defined in upon 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 of twenty-five percent (25%) of the Purchased Shares issued as of the Closing Stockholder requesting that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act or the qualification for sale by way of prospectus in one or more Canadian provinces of all or part of the Registrable Securities and specifying the intended method of disposition thereof, the Company shall, as promptly as practicable, use its reasonable best efforts, as applicable, (i) to effect the registration under the Securities Act (including by means of a shelf registration (which the Company shall not be required to keep effective for more than 60 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 Registrable Securities which the Company has been so requested to register so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered, or (ii) to qualify for sale as a secondary offering pursuant to a prospectus under the securities legislation of applicable Canadian provinces all Registrable Securities that Holders request which the Company has been so requested to qualify in order to permit the disposition of the Registrable Securities so to be registered and included in such registration qualified for sale by written notice given by such Holders to the Company within twenty (20) days after receipt way of the Request Noticeprospectus; provided provided, that the Company shall not be obligated to effect file a registration statement or prospectus relating to any such request for registration if or sale by way of prospectus under this Section 6.1 within a period of 365 days after the Company has, within the six (6) month period preceding the effective date of such request, already effected a any other registration statement or prospectus which included Common Shares of any Holder 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 registration6.1; provided, further, that the Company shall have no obligation not be required to file any registration statement contemplated 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 2(b) if the expected gross proceeds of the sale of Registrable Securities under 3.5 shall not be included in 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 ($3,000,000total). If requested by the Holder or a Permitted Transferee after consultation with the Company, any such Holdersregistration 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 shall register undertakes to effect a registration of the Shares as soon as possible after completion of such Registrable Securities on Form S-1 or any successor registration formtransaction in order to permit such shares to be freely tradeable in the United States of America.

Request by Holders. IfIf Tality shall, at any time following after the first anniversary expiration of the Closing180-day "lock-up" period pursuant to the Underwriting Agreement (the "LOCK-UP EXPIRATION DATE"), as defined receive a written request from 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 ten percent (10%) of the Purchase Agreement, during which the Company is not eligible to aggregate outstanding number of such LP Units that Tality file a registration statement on Form S-3, the Company receives a written request from the Holders of twenty-five percent form S-1 (25%or any successor form thereto) of the Purchased Shares issued as of the Closing that the Company 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 SecuritiesSecurities pursuant to this Section 3.4(b), then the Company Tality shall, within ten (10) business days of Business Days after the receipt of such written request, give written notice of such request ("Request NoticeREQUEST NOTICE") to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, 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 Tality within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.4(b); provided PROVIDED, HOWEVER, that the Company Registrable Securities requested by all Holders to 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 the Company Tality 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(b3.4(b) or Section 2(c) 3.4(d), or (din which the Holders had an opportunity to participate pursuant to Section 3.4(c), 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 ) pursuant 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 ($3,000,0003.4(c)(i). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If, at At any time starting at the earlier of (i) three (3) years after the date hereof or (ii) six (6) months following the first anniversary closing 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 Company’s first firm commitment underwritten public offering and upon receipt of a written request from the Holders of twenty-five percent (at least 25%) % of the Purchased Shares issued as of Registrable Securities Then Outstanding (the Closing “Initiating Holders”) that the Company file a registration statement on a form other than Form F-3 under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable SecuritiesSecurities pursuant to this Section 3.03, then the Company shall, shall (i) within ten (10) business days Business Days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holdersother Holders and other shareholders of the Company with piggyback registration rights, and (ii) use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders the Initiating holders request to be registered and registered, together with all Registrable Securities of any other Holders requested to be included in such registration by written notice given by such other Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.03; provided that the Company shall not be obligated to effect any such registration (x) if the Company hashas already effected twice, within the six twelve (612) month period preceding the date of such request, already effected a registration Registration under the Securities Act pursuant to this Section 2(b) 3.03 or Section 2(c) 3.05 or (d)in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.04, 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 Sections 3.03(b), 3.04(b) and 3.05(d); provided, further, that (y) after the Company shall have no obligation has effected one registration pursuant to file any registration statement contemplated by this Section 2(b3.03 during any nine-month period; or (z) if the expected gross proceeds Initiating. Holders propose to dispose of the sale shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3.05. 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 registration statementsecurities, based on it being understood and agreed that in each such case all references in this Agreement to 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 HoldersSecurities Act, the Company Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall register such Registrable Securities on Form S-1 or any successor be deemed to refer, to the equivalent statutes, rules, forms of registration formstatements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. If, at After any time following the first anniversary Class A Shares of the Closing, as defined in Company have been registered after 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 of twenty-five percent (25%) of the Purchased Shares issued as of the Closing that the Company file a registration statement date hereof under the Securities Act (other than a registration on Form S-1 F-4 or such S-8, or any successor or other form as such forms promulgated for similar purposes), upon the written request of any Holder or Holders may request covering the registration of Registrable Securities, then requesting that the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, the effect a registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities that and specifying the intended method of disposition thereof, the Company will promptly give written notice of 4 4 such requested registration to all other Holders request of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to be registered and included in effect the registration under the Securities Act, of: (i) the Registrable Securities which the Company has been so requested to register by such registration Holder or Holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written notice request given by such Holders to the Company within twenty (20) 15 days after receipt the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Request NoticeRegistrable Securities so to be registered; provided that provided, that, the Company shall not be obligated to effect 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 registration do not cover at least 5% of the number of Registrable Securities then outstanding, (ii) if the Company has, within the six (6) month a period preceding of one year has not elapsed since the date of such request, already effected a that the SEC has declared effective (x) the registration under the Securities Act statement last requested by any Holder pursuant to this Section 2(b) or Section 2(c4(a) or (d)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 a registration from to regular audit conducted by the Company at the end of its fiscal year, in which case the Registrable Securities filing may be delayed until the completion of such regular audit (unless the Holders have been excluded with respect to all or any portion of the Registrable Securities to be registered agree to pay the Holders requested be included in such registration; provided, further, that expenses of the Company shall have no obligation to file any registration statement contemplated by this Section 2(b) if in connection with such an audit other than 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 ($3,000,000regular audit). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If, If the Company shall receive at any time following after the first anniversary of this Agreement (but not within 12 months of the Closing, as defined in the Purchase Agreement, during which effective date of another demand registration statement effected by the Company is not eligible on behalf of any holder of Registrable Securities pursuant to file this Section 2.2, or within six months of the effective date of a registration statement effected on Form S-3behalf of any holder of Registrable Securities pursuant to Section 2.4), the Company receives a written request from the Holders any holder of twenty-five percent (25%) Registrable Securities who holds Registrable Securities in excess of 1% of the Purchased Shares issued as then outstanding number of the Closing shares of Common Stock (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 on Form S-1 or such other form as such Holders may request covering the registration of Registrable SecuritiesSecurities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written requestSUCH WRITTEN REQUEST, give written notice of such request GIVE WRITTEN ACKNOWLEDGMENT OF SUCH REQUEST ("Request NoticeREQUEST ACKNOWLEDGMENT") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such registration statement all Holdersor 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 use commercially reasonable efforts in such notice shall inform the Company of the number of Registrable Securities the Eligible Holder wishes to include in such registration statement. Eligible Holders who elect to participate in an offering (including but not limited to a Requestor) ARE REFERRED TO COLLECTIVELY AS "SELLING SHAREHOLDERS". The Company shall effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders which the Selling Shareholders request to be registered and included in such registration by written notice given by such Holders registration, subject only to the Company within twenty (20) days after receipt limitations of the Request Noticethis Section 2.2; provided that the Company shall not Registrable Securities requested by the Requestor(s) to 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 registered pursuant to this Section 2(bsuch request must either: (i) or Section 2(cbe at least twenty five percent (25%) of all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of at least $5,000,000) or (d), other ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less 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 on Form S-1 or any successor registration form10,000,000.

Request by Holders. If, at At any time subsequent to six months following the first anniversary of IPO Date, subject to Section 11 hereof, upon 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 of the Holders of twenty-five percent (at least 25%) % of the Purchased Registrable Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holders' Registrable Securities that Holders Shares (the date on which such request is received is hereinafter referred to be registered as the "Demand Registration Date"), and included in such registration by written notice given by such Holders to specifying the Company within twenty amount (20) days after receipt of the Request Notice; provided that the Company which shall not be obligated less than 50% of the outstanding Registrable Shares held by each Holder that requests registration) and intended method of disposition thereof, the Company will promptly give notice of such requested registration to all Other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts 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 of: (i) the Registrable Shares which the Company has been so requested to register by Holders of at least 25% of the Registrable Shares; and (ii) all other Registrable Shares which the Company has been requested to register by any Other Holder thereof by written request received by the Company within 21 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that in no event shall the Company be required to effect more than two registrations pursuant to this Section 2(b) or Section 2(c) or (d), other than a registration from which 4. Promptly after the Registrable Securities of Holders have been excluded with respect to all or any portion expiration of the Registrable Securities 21-day period referred to in clause (ii) above, the Company will notify all the Holders requested 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, furtherhowever, that that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Company at the request of 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 the registration and the related Registration Statement declared effective by the SEC, then, in any such event, such demand registration shall have no obligation to file any be counted as a demand registration statement contemplated by for purposes of 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 ($3,000,0004(a). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If, at any time following Upon 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 of the Holders of twenty-five percent at least 10% of the Registrable Shares (25%calculated on the based on the number in clause (i) of the Purchased Shares issued as of the Closing its definition) that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holders' 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, the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that Act of: (i) the Registrable Shares which the Company has been so requested to register by Holders request of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which the Company has been requested to be registered and included in such registration register by any other Holder thereof by written notice given request received by such Holders to the Company within twenty (20) 30 days after receipt the giving of such written notice by the Request NoticeCompany (which request shall specify the intended method of disposition of such Registrable Shares); provided provided, however, that the Company shall not be obligated required 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 more than two registrations 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 registration4; provided, further, that the Company shall have no obligation not be obligated to file any a registration statement contemplated by relating to a registration request under this Section 2(b4 (x) if the expected gross proceeds registration request is delivered after delivery of a notice by the sale Company of Registrable Securities under such an intended registration statement, based on and prior to the market price of the Common Stock as of the effective date of the initial registration statement referred to in 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 such a demand registration delivered (I) which is subsequently withdrawn by the Holders, does not exceed Three Million Dollars ($3,000,000). If requested by such Holders, Holders after the Company shall register has filed a registration statement with the SEC in connection therewith but prior to such Registrable Securities on Form S-1 demand registration being declared effective by the SEC or any successor registration form.(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

Request by Holders. If, at any time following Upon 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 of twenty-five at least fifty percent (2550%) of the Purchased Shares issued as of Registrable Securities then outstanding (the Closing "INITIATING Holders") requesting that the Company file effect a registration statement under of all or part of such Initiating Holders' Registrable Securities and specifying the Securities Act on Form S-1 intended method or such other form as such Holders methods of disposition thereof (which may request covering include block trades) (the registration of Registrable Securities"REGISTRATION REQUEST"), then the Company shall, within ten fifteen (1015) business days of the receipt of such written requestRegistration Request, give written notice of such request ("Request NoticeREQUEST NOTICE") to all Holders (other than Initiating Holders) and, and use commercially reasonable efforts to effectthereafter, shall prepare and, as soon as reasonably practicable, file with the SEC a registration statement on Form S-3 (a "DEMAND REGISTRATION STATEMENT") registering the disposition in a non-underwritten offering pursuant to Rule 415 promulgated under the Securities Act ("RULE 415"), in accordance with the reasonably intended method or methods of disposition specified in the Registration Request of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Demand Registration Statement in accordance with this Section 2.1(a) (a "DEMAND REGISTRATION"). Notwithstanding the foregoing, in no event may Initiating Holders deliver a request that the Company effect a Demand Registration pursuant to this Section 2.1(a) earlier than ninety (90) days prior to the first anniversary of the Effective Date. In the event Form S-3 is unavailable for such a registration, the Company shall use such other form as is available, in the Company's reasonable judgment, to register the public resale of the Registrable Securities in a non-underwritten offering pursuant to Rule 415. To be included in the Demand Registration Statement, any Holder (other than Initiating Holders) must provide, within twenty (20) days after receipt of the Request Notice; provided that , written notice to the Company of the number of shares of Registrable Securities such Holder has elected to include in the Demand Registration Statement (which notice shall not be obligated to effect any such registration if specify the Company has, within the six (6) month period preceding the date intended method or methods of disposition of such requestRegistrable Securities, already effected a registration under which may include block trades). The Company shall use its commercially reasonable efforts to have the Securities Act pursuant to this Section 2(b) or Section 2(c) or (d), other than a registration from which Demand Registration Statement declared effective by the Registrable Securities of Holders have been excluded SEC as soon as reasonably practicable after it files the Demand Registration Statement with respect to all or any portion of the Registrable Securities the Holders requested be included in such registrationSEC; provided, furtherhowever, that the Company shall have no obligation to file any registration statement contemplated by under this Section 2(b2.1(a) if to seek to have the expected gross proceeds Demand Registration Statement declared effective by the SEC prior to the first anniversary of the sale Effective Date. The Stockholder's rights under Section 2.1 are subject to the provisions 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 on Form S-1 or any successor registration formSection 3.

Request by Holders. IfIf the Company shall receive, at any time following after the first earlier of the third anniversary of the Closing, Initial Closing (as such term is defined in the Series D-1 Purchase Agreement, during which ) or 180 days after the Company is not eligible effective date of the Company’s initial public offering of its securities pursuant to file a registration statement on Form S-3filed under the Securities Act (an “IPO”), the Company receives a written request from the Holders of twenty-five percent (25%) at least 30% of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 SecuritiesSecurities pursuant to this Section 2.2 (the “Written Request”), then the Company shall, within ten (10) business 20 days of after the receipt of such written requestWritten Request, give written notice of such request Written Request ("the “Request Notice"”) to all Holders, and use commercially its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 Company within twenty (20) 20 days after receipt of the Request Notice, respectively, subject only to the 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 pursuant to this Section 2.2(a) a certificate signed by the Chief Executive Officer of the Company stating the Company’s intent to file a registration statement for an IPO and stating the belief of the Chief Executive Officer that such IPO will be a Qualifying IPO (and provided that such registration statement is actually filed 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 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 until 180 days after 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 on Form S-1 or any successor registration formIPO.

Request by Holders. If, at any time following the first anniversary of the Closing, as defined in the Purchase Agreement, during which If the Company is not eligible to file a registration statement on Form S-3, the Company receives shall receive a written request from the Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing a Holder that the Company file a registration statement Registration Statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable SecuritiesSecurities pursuant to this Section 2.1 (a "Holder Notice"), then the Company shall, within ten (10) business days 10 Business Days of the receipt of such written requestHolder Notice, give written notice of such request ("Request Company Notice") to all Holders. 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 demand rights under this Section 2.1(a) ("Inclusion Notice"), and the Company shall use its commercially reasonable efforts to effect, as soon as practicable, 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 the Inclusion Notice, subject only to the Company within twenty (20) days after receipt limitations of this Section 2.1. Notwithstanding the foregoing and provided that SJMB, L.P. shall be entitled to one demand registration under this Section 2.1 regardless of its percentage of the Request Notice; provided that Registrable Securities Then Outstanding, the Company shall not be obligated required to effect any such 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 (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2(b) 2.1, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2(c) or (d)2.2, 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 ) pursuant to the Company shall have no obligation to file any registration statement contemplated by this provisions of Section 2(b2.2(a) if or (z) at the expected gross proceeds time of the sale of Registrable Securities under such registration statement, based on the market price Company's receipt of the Common Stock as Holder Notice, the filing of the date of Registration Statement or at any time during which the initial request for such registration delivered by the Holders, does not exceed Three Million Dollars ($3,000,000). If requested by such HoldersRegistration Statement is effective, the Company shall is not eligible to register such Registrable Securities ("S-3 Eligible") the resale of shares by Holders on Form S-1 S-3 under General Instructions I.A and I.B.3 to Form S-3 (or any applicable successor registration form).

Request by Holders. If, Upon the written request of any Holder or Holders (which request may be made at any time following the first anniversary of before or after 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 of twenty-five percent (25%) of the Purchased Shares issued as of the Closing requesting that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all an amount of such Holder's or Holders' Registrable Securities that Holders request to be registered representing, in the aggregate, not less than the Minimum Amount, and included in such registration by specifying the intended method of disposition thereof, the Company will promptly give written notice given by of such requested registration to all other Holders to the Company within twenty (20) days after receipt of the Request Notice; provided that the Company shall not be obligated Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts 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 of: (i) the Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) if, at the time of such request, there are any other Holders 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 within 15 days after the giving of such written notice by the 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 (in accordance with the intended method thereof as aforesaid) of 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 Board of Directors determines that filing the Registration Statement 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 2(b4(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 this Section 2(c) or 4 (d), other than a registration from breach which the Registrable Securities of Holders have been excluded would not materially adversely affect any Holder's rights hereunder), 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 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 as the class or series of capital stock constituting Registrable Securities on Form S-1 for which registration has been requested (or any successor registration formAmerican Depositary Shares, as applicable).

Request by Holders. If, at any At such time following the first anniversary of the Closing, as defined in the Purchase Agreement, during which that the Company is not eligible to file a registration statement on qualifies for the use of Form S-3, S-3 and upon the Company receives a written request from of the Holders of twenty-five percent (25%) at least [25]% of the Purchased Registrable Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than [50]% of the outstanding Registrable Shares held by each Holder that requests registration) and intended method of disposition thereof, the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that Act of: (i) the Registrable Shares which the Company has been so requested to register by Holders request of at least [25]% of the Registrable Shares; and (ii) all other Registrable Shares which the Company has been requested to be registered and included in such registration register by any other Holder thereof by written notice given request received by such Holders to the Company within twenty (20) 21 days after receipt the giving of such written notice by the Request NoticeCompany (which request shall specify the intended method of disposition of such Registrable Shares); provided 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 effect any such file a Registration Statement relating to a registration if request under this Section 4 within a period of three months after the Company has, within the six (6) month period preceding the effective date of such request, already effected a registration under the Securities Act pursuant to this Section 2(b) or Section 2(c) or (d), any other than a registration from which the Registrable Securities of Holders have been excluded with respect to all or any portion Registration Statement of the Registrable Securities the Holders requested be included in such registrationCompany; and provided, further, that in no event shall the Company shall have no obligation be required to file any registration statement contemplated by effect more than three registrations pursuant to this Section 2(b) if 4. Promptly after the expected gross proceeds expiration of the sale [21]-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 Securities under such Shares requested to be included therein. The Holders initially requesting a registration statementpursuant to this Section 4 may, based on at any time prior to the market price of the Common Stock as of the effective date of the initial 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 such a demand registration delivered (i) which is subsequently withdrawn by the Holders, does not exceed Three Million Dollars ($3,000,000). If requested by such Holders, 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 the registration and the related Registration Statement declared effective by the SEC, then, in any such event, such demand registration shall register such Registrable Securities on Form S-1 or any successor be counted as a demand registration formfor purposes of this Section 4(a).

Request by Holders. If, at any time following On or after twelve (12) months from the first anniversary of the Closing, as defined Closing Date specified in the Purchase Agreement, during which upon the Company is not eligible to file a registration statement on Form S-3, the Company receives a written request from of the Holders of twenty-seventy five percent (2575%) of the Purchased Registrable Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, AremisSoft effect the registration under the Securities Act of all or part of such Holders' Registrable Securities that Shares, and specifying the amount and the intended method of disposition thereof, AremisSoft will promptly give notice of such requested registration to all other 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 Registrable Shares and, as expeditiously as possible, use its best efforts 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 of: (i) the Registrable Shares that AremisSoft has been so requested to register by Holders of at least seventy five percent (75%) of the Registrable Shares; and (ii) all other Registrable Shares that AremisSoft has been requested to register by any other Holder thereof by written request received by AremisSoft within twenty one (21) days after the giving of such written notice by AremisSoft (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that AremisSoft shall not be required to effect more than one (1) registration in any twelve (12) month period nor more than two (2) registrations in total 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 registration4; 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 Company shall have no 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 any a registration statement contemplated by under this Section 2(b4 shall be deferred for a period not to exceed thirty (30) if days from the expected gross proceeds receipt of the sale of Registrable Securities under such registration statementrequest). The Holders initially requesting a registration pursuant to this Section 4 may, based on at any time prior to the market price of the Common Stock as of the effective date of the initial 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 such a demand registration delivered (I) that is subsequently withdrawn by the HoldersHolders after AremisSoft has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (II) that is not declared effective solely as a result of the 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, does not exceed Three Million Dollars ($3,000,000then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). If Promptly after the expiration of the twenty one (21) day period referred to in clause (ii) above, AremisSoft will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration formto be included therein.

Request by Holders. If, at At any time starting at the earlier of (i) three (3) years after the date hereof or (ii) six (6) months following the first anniversary closing 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 Company’s first firm commitment underwritten public offering and upon receipt of a written request from the Holders of twenty-five percent (at least 25%) % of the Purchased Shares issued as of Registrable Securities Then Outstanding (the Closing “Initiating Holders”) that the Company file a registration statement on a form other than Form F-3 under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration of Registrable SecuritiesSecurities pursuant to this Section 3.03, then the Company shall, shall (i) within ten (10) business days Business Days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holdersother Holders and other shareholders of the Company with piggyback registration rights, and (ii) use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Initiating Holders request to be registered and registered, together with all Registrable Securities of any other Holders requested to be included in such registration by written notice given by such other Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.03; provided that the Company shall not be obligated to effect any such registration (x) if the Company hashas already effected twice, within the six twelve (612) month period preceding the date of such request, already effected a registration Registration under the Securities Act pursuant to this Section 2(b) 3.03 or Section 2(c) 3.05 or (d)in which the Holders had an opportunity to participate pursuant to the provisions of Section 3.04, 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 Sections 3.03(b), 3.04(b) and 3.05(d); provided, further, that (y) after the Company shall have no obligation has effected one registration pursuant to file any registration statement contemplated by this Section 2(b3.03 during any nine-month period; or (2) if the expected gross proceeds Initiating Holders propose to dispose of the sale shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3.05. 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 registration statementsecurities, based on it being understood and agreed that in each such case all references in this Agreement to 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 HoldersSecurities Act, the Company Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall register such Registrable Securities on Form S-1 or any successor be deemed to refer, to the equivalent statutes, rules, forms of registration formstatements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. If, at After any time following the first anniversary Common Stock of the Closing, as defined in Company has been registered after 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 of twenty-five percent (25%) of the Purchased Shares issued as of the Closing that the Company file a registration statement date hereof under the Securities Act (other than a registration on Form S-1 S-4 or such S-8, or any successor or other form as such forms promulgated for similar purposes), upon the written request of any Holder or Holders may request covering the registration of Registrable Securities, then requesting that the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holder’s or Holders’ Registrable Securities that (constituting in the aggregate at least 5,000,000 shares or such lesser number of Registrable Securities then outstanding) and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders request of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to be registered and included in effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such registration Holder or Holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written notice request given by such Holders to the Company within twenty (20) 15 days after receipt the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Request NoticeRegistrable Securities so to be registered; provided that provided, that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to effect file a registration statement relating to any registration request under this Section 4(a) (A) unless the aggregate requests by the Holder or Holders for such registration if cover an aggregate of 5,000,000 or more shares of the Company has, within the six Registrable Securities (6) month period preceding the date or such lesser number of such request, already effected a registration under the Registrable Securities Act pursuant to this Section 2(b) or Section 2(c) or (dthen outstanding), (B) (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 on Form S-1 S-3 or any successor or similar short-form registration formstatement) within a period of nine months after the effective date of any other registration statement relating to 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 relating to any registration effected under Section 3, (C) 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 Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders agree to pay the expenses of the Company in connection with such an audit other than the regular audit).

Request by Holders. IfIf the Company shall, at any time following after the first earlier of (i) the fifth anniversary of the Closingdate 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, 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 receive a written request from the Holders of twenty-five percent (25%) at least 10% of the Purchased Shares issued as of the Closing Registrable Securities that the Company 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 SecuritiesSecurities pursuant to this Section 3 of Schedule 2, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of 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 Company within twenty (20) days 20 Business Days after receipt of the Request Notice, subject only to the limitations of this Section 3 of Schedule 2; provided 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 (6) six-month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2(b) 3 of Schedule 2 or Section 2(c) 5 of Schedule 2, or (d)in which the Holders had an opportunity to participate pursuant to the provisions of Section 4 of Schedule 2, 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 ) pursuant to the Company shall have no obligation to file any registration statement contemplated by this provisions of Section 2(b4(a) 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 on Form S-1 or any successor registration formSchedule 2.

Request by Holders. If, If the Company shall at any time during the time period commencing immediately following the first anniversary 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 ClosingCompany’s IPO and a Holder (unless waived by such underwriters), 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 receive a written request (“Form F-1 Request Notice”) from the Holders of twenty-five percent at least 20% (25%twenty percent) of the Purchased Shares issued as of the Closing Preferred Registrable Securities then outstanding that the Company 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 SecuritiesSecurities pursuant to this Section 2.2, then the Company shall, within ten (10) business days Business Days of the receipt of such written requestForm F-1Request Notice, give written notice of such request ("Request Notice") to all Holders, and use commercially its reasonable best efforts to effect, as soon as practicable, 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 Form F-1 Request Notice, subject only to the limitations of this Section 2.2; provided provided, however that the Company shall not be obligated to effect any such registration if (i) the Company has, within the six a ninety (690) month day period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2(b) 2.2 or Section 2(c) 2.4, or (d)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 of Holders have been excluded with respect that were requested to all or any portion of the Registrable Securities the Holders requested be included in such registrationwere excluded; provided, further, that (ii) the Company shall have no obligation to file any gives notice that it is engaged in preparation of a registration statement contemplated by this Section 2(bto be filed, in the Company’s good faith estimate, within ninety (90) 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 days from the date of the initial request for Form F-1 Request Notice in 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 public (net of any underwriters’ discounts or commissions) of less than $5,000,000; or (iv) 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 could be effected on a Form S-1 or any successor registration formF-3.

Request by Holders. If, at At any time following from and after the first anniversary of date hereof, upon 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 of any Holder or Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing requesting that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holder’s or Holders’ Registrable Securities that Holders request to be registered representing not less than 10% of the Registrable Securities then outstanding, and included in such registration by specifying the intended method of disposition thereof, the Company will promptly give written notice given by of such requested registration to all other Holders to the Company within twenty (20) days after receipt of the Request Notice; provided that the Company shall not be obligated Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts 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 of: (i) the Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the 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 (in accordance with the intended method thereof as aforesaid) of 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 Board of Directors determines that filing the Registration Statement 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 this Section 2(b) or Section 2(c) or 4 (d), other than a registration from breach which the Registrable Securities of Holders have been excluded would not materially adversely affect any Holder’s rights hereunder), 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 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 as the class or series of capital stock constituting Registrable Securities on Form S-1 for which registration has been requested (or any successor registration formAmerican Depositary Shares, as applicable).

Request by Holders. IfIf the Company shall, at any time after the earlier of (i) January 1, 2020 or (ii) one (1) year following the first anniversary taking effect of the Closing, as defined in the Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3for a Qualified Initial Public Offering, the Company receives receive a written request from the Holders of twenty-five percent (25%) at least 50% of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 at least twenty percent (20%) of the Registrable SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided, further, that ) pursuant to the provisions of Section 2.4(a). The Company shall have be obligated to effect no obligation more than two (2) Registrations pursuant to file any registration statement contemplated by this Section 2(b) if 2.3. For purposes of this Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 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 shall register such Registrable Securities on is not at that time eligible to use Form S-1 or any successor registration formF-3.

Request by Holders. If, at At any time following after the first anniversary of Effective Date, upon 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 of any Holder or Holders (the Holders of twenty-five percent (25%"Demand Party") of the Purchased Shares issued as of the Closing requesting that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Demand Party's Registrable Securities that Holders request and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to be registered all other Holders, and included in such thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Demand Party; and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written notice request given by such Holders to the Company within twenty (20) 15 days after receipt the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Request NoticeRegistrable Securities so to be registered; provided that provided, that, in no event shall the Company be required to effect more than two registrations pursuant to this Section 4; and provided, further, that, the Company shall not be obligated to effect 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 registration if cover at least 15% of the Company has, within the six (6) month period preceding number of Registrable Securities held by Holder on the date of this Agreement (as such requestnumber may be adjusted for stock splits, already effected combinations and similar events), (ii) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 4(a), or (iii) if with respect thereto, the managing underwriter, the SEC, the Securities Act pursuant or the rules and regulations thereunder, or the form on which the registration statement is to this Section 2(b) or Section 2(c) or (d)be filed, would require the conduct of an audit other than a registration from the regular audit conducted by the Company at the end of its fiscal year, in which case the Registrable Securities filing may be delayed until the completion of such regular audit (unless the Holders have been excluded with respect to all or any portion of the Registrable Securities to be registered agree to pay the Holders requested be included in such registration; provided, further, that expenses of the Company shall have no obligation to file any registration statement contemplated by this Section 2(b) if in connection with such an audit other than 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 ($3,000,000regular audit). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. IfIf (i) the Company shall, 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 receive a written request from the Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing Registrable Securities, that the Company file a registration statement under the Securities Act on Form S-1 or 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 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 (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 of the receipt of such written request, give written notice of such request ("Request NoticeREQUEST NOTICE") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, 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 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 (d7(b)(iii), 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; providedPROVIDED, furtherHOWEVER, that the Company shall have no obligation to file cause any registration statement contemplated by this Section 2(b7(b)(ii) if to become effective prior to the expected gross proceeds of one hundred and eightieth (180th) day after the sale of Registrable Securities under such registration statementClosing Date; PROVIDED, based on the market price of the Common Stock as of the date of the initial request for such registration delivered by the HoldersFURTHER, does not exceed Three Million Dollars ($3,000,000). If requested by such Holders, that the Company shall register such Registrable Securities on Form S-1 or have no obligation to cause any successor "shelf" registration formstatement contemplated by this Section 7(b)(ii) to become effective prior to the first anniversary of the Closing Date.

Request by Holders. IfIf the Company shall, at any time following after the first earlier of (i) the second anniversary of the Closing, as defined in date of this Agreement or (ii) six (6) months following the Purchase Agreement, during which the Company is not eligible to file taking effect of a registration statement on Form S-3for a Qualified Public Offering, the Company receives receive a written request from the Holders of twenty-five percent (at least 25%) % of the Purchased Series A Preferred Shares issued as of the Closing that the Company 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 SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided) pursuant to the provisions of Section 2.4(a). For purposes of this Agreement, further, that at the Company shall have no obligation to file election of Holders of at least 75% of the Series A Preferred Shares in connection with the exercise of any registration statement contemplated by right in this Section 2(b) if Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Company Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall register such Registrable Securities on Form S-1 or any successor be deemed to refer, to the equivalent statutes, rules, forms of registration formstatements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Request by Holders. IfSubject 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 the first anniversary of the Closingan IPO, 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 of twenty-five percent (25%) 30% or more of the Purchased Shares issued as of the Closing Registrable Securities Then Outstanding that the Company shall 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 some or all of the Registrable SecuritiesSecurities held by such Holders (a “Demand Notice”) in accordance with this paragraph 3.1, then the Company shall, within ten (10) business days Business Days of the receipt of such written requesta Demand Notice, give written notice of such request proposed registration to all other Holders ("a “Request Notice"”) and shall offer to all Holders, and use commercially reasonable efforts 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 specify the number of Registrable Securities proposed to be included in such registration). The Company shall effect, as soon as practicable, such registration of the registration Registrable Securities 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 on an appropriate form, including Form F-3 or Form S-3, if available, which the Company within twenty (20) days after receipt of the Request Noticehas been so requested to register; provided provided, however, 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 except in accordance with the following provisions: 3.1.1 The Company shall not be obligated to effect more than two (2) such demand registrations pursuant to this Section 2(bparagraph 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 Section 2(cremain 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) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (d)iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, other than a registration from which then the Registrable Securities of Holders Company shall have been excluded the right to defer taking action with respect to all such filing, and any time periods with respect to filing or any portion effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Registrable Securities the Initiating Holders requested be included in such registrationis given; provided, furtherhowever, that the Company shall have no obligation to file may not invoke this right more than once in any registration statement contemplated by this Section 2(btwelve (12) 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, month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such Registrable Securities on Form S-1 or any successor registration formsixty (60) day period.

Request by Holders. If, If (i) the Company shall at any time following after the first anniversary of one hundred and twentieth (120th) day after 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 Closing receive a written request from the Holders of twenty-five at least fifty percent (2550%) of the Purchased Shares Series C Preferred issued as of the Closing Closing, that the Company file a registration statement under the Securities Act (including, without limitation, 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 that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on Form S-1 or which all such other form as such Holders may request Registrable Securities could be sold under Rule 144 in a single 90-day period) 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 $2,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, 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, subject only to the limitations of this Section 7(b); 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 (d7(b)(iii), 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 HoldersHolders upon the advice of the underwriter, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If, at any time following Upon 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 of twenty-five at least fifty percent (2550%) of the Purchased Shares issued as of Registrable Securities then outstanding (the Closing "INITIATING HOLDERS") requesting that the Company file effect a registration statement under of all or part of such Initiating Holders' Registrable Securities and specifying the Securities Act on Form S-1 intended method or such other form as such Holders methods of disposition thereof (which may request covering include block trades) (the registration of Registrable Securities"REGISTRATION REQUEST"), then the Company shall, within ten fifteen (1015) business days of the receipt of such written requestRegistration Request, give written notice of such request ("Request NoticeREQUEST NOTICE") to all Holders (other than Initiating Holders) and, and use commercially reasonable efforts to effectthereafter, shall prepare and, as soon as reasonably practicable, file with the SEC a registration statement on Form S-3 (a "DEMAND REGISTRATION STATEMENT") registering the disposition in a non-underwritten offering pursuant to Rule 415 promulgated under the Securities Act ("RULE 415"), in accordance with the reasonably intended method or methods of disposition specified in the Registration Request of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Demand Registration Statement in accordance with this Section 2.1(a) (a "DEMAND REGISTRATION"). Notwithstanding the foregoing, in no event may Initiating Holders deliver a request that the Company effect a Demand Registration pursuant to this Section 2.1(a) earlier than ninety (90) days prior to the first anniversary of the Effective Date. In the event Form S-3 is unavailable for such a registration, the Company shall use such other form as is available, in the Company's reasonable judgment, to register the public resale of the Registrable Securities in a non-underwritten offering pursuant to Rule 415. To be included in the Demand Registration Statement, any Holder (other than Initiating Holders) must provide, within twenty (20) days after receipt of the Request Notice; provided that , written notice to the Company of the number of shares of Registrable Securities such Holder has elected to include in the Demand Registration Statement (which notice shall not be obligated to effect any such registration if specify the Company has, within the six (6) month period preceding the date intended method or methods of disposition of such requestRegistrable Securities, already effected a registration under which may include block trades). The Company shall use its commercially reasonable efforts to have the Securities Act pursuant to this Section 2(b) or Section 2(c) or (d), other than a registration from which Demand Registration Statement declared effective by the Registrable Securities of Holders have been excluded SEC as soon as reasonably practicable after it files the Demand Registration Statement with respect to all or any portion of the Registrable Securities the Holders requested be included in such registrationSEC; provided, furtherhowever, that the Company shall have no obligation to file any registration statement contemplated by under this Section 2(b2.1(a) if to seek to have the expected gross proceeds Demand Registration Statement declared effective by the SEC prior to the first anniversary of the sale Effective Date. The Stockholder's rights under Section 2.1 are subject to the provisions 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 on Form S-1 or any successor registration formSection 3.

Request by Holders. If, at any time following Upon the first anniversary Company's receipt 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 of the Holders of twenty-five percent (25%) at least 20% of the Purchased Registrable Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount and intended method of disposition thereof, the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that Act of: (i) the Registrable Shares which the Company has been so requested to register by Holders request of at least 20% of the Registrable Shares; and (ii) all other Registrable Shares which the Company has been requested to be registered and included in such registration register by any other Holder thereof by written notice given request received by such Holders to the Company within twenty (20) 21 days after receipt the giving of such written notice by the Request NoticeCompany (which request shall specify the intended method of disposition of such Registrable Shares); provided provided, however, that the Company shall not be obligated required to effect more than one registration during any such registration if the Company has, within the six (6) twelve-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 registration4; provided, further, that the Company shall have no obligation not be obligated to file any a registration statement contemplated by relating to a registration request under this Section 2(b4 (other than on Form S-3 or any similar short-form registration statement) if within a period of three months after the expected gross proceeds effective date of any other registration statement of the sale 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 no event shall the Company be required to effect more than two registrations in the aggregate pursuant to this Section 4. Promptly after the expiration of the 21-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 Securities under such Shares requested to be included therein. The Holders initially requesting a registration statementpursuant to this Section 4 may, based on at any time prior to the market price of the Common Stock as of the effective date of the initial registration statement relating to such registration, cause such registration to be withdrawn by the Company by providing a written notice to the Company requesting such withdrawal; provided, however, that upon any such request for withdrawal, such registration delivered by Holders shall have forfeited their right to such demand hereunder, and such Holders shall be responsible for the Holderspayment, does not exceed Three Million Dollars ($3,000,000). If requested by such Holderson a pro rata basis, the Company shall register such Registrable Securities on Form S-1 or any successor registration formof all Registration Expenses incurred in connection therewith.

Request by Holders. If, at any time following Upon 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 of any one or more Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holders' 2 3 Registrable Securities that Holders request to Shares, and specifying the amount (which shall not be registered less than 1,000,000 Registrable Shares) and included in such registration by written notice given by such Holders to the intended method of disposition thereof, the Company within twenty (20) days after receipt will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its reasonable best efforts, as provided in Section 5 hereof, to effect the registration under the Securities Act of the Request NoticeRegistrable Shares which the Company has been so requested to register; provided provided, however, that the Company shall not be obligated required 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 more than three registrations 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 registration4; provided, further, that the Company shall have no obligation not be obligated to file any a registration statement contemplated by relating to a registration request under this Section 2(b4 (i) if the expected gross proceeds registration request is delivered after delivery of a notice by the Company of an intended registration of the sale of Registrable Securities under such registration statement, based on the market price shares of the Common Stock as by the Company and prior to the earlier of 90 days from such notice or the effective date of the initial registration statement referred to in such notice, or (ii) within a period of 180 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 such a demand registration delivered (i) which is subsequently withdrawn by the HoldersHolders after the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (ii) which is not declared effective solely as a result of the failure of the Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, does not exceed Three Million Dollars ($3,000,000then, in any such event, such demand registration shall be deemed to have been effected for purposes of this Section 4(a). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.(b)

Request by Holders. If, at any time following commencing one hundred eighty-one (181) days after the first anniversary closing of the Closing, as defined in the Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3Qualified IPO, the Company receives shall receive a written request from the Holders of at least twenty-five percent (25%) of the Purchased Shares issued as of Registrable Securities Then Outstanding (the Closing that “Initiating Holders”)that the Company 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 SecuritiesSecurities pursuant to this Section 2.2, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, 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, subject only to the limitations of this Section 2.2; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least twenty-five percent (25%) of all Registrable Securities Then Outstanding; and 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 request, already effected a registration under the Securities Act pursuant to this Section 2(b2.2: (i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or Section 2(ccompliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) or If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (dsubject to the consent of the Company, which consent shall not be unreasonably withhold); provided, however, that the Company is eligible to use Form S-3; (iii) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (ii) above to firmly underwrite the offering; provided, however, that the Company is eligible to use Form S-3; (iv) During a period of not longer than one hundred eighty (180) days following the effective date of a registration statement filed by the Company (other than a registration from which statement covering sales by security holders other than the Registrable Securities of Holders have been excluded Company or by the Company in a Rule 145 transaction or with respect to all or any portion of an employee benefit plan; Subject to 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(bforegoing clauses (i) 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 through ($3,000,000iii). If requested by such Holders, the Company shall register such file a registration statement covering the Registrable Securities on Form S-1 so requested to be registered as soon as practicable, after receipt of the request or any successor requests of the Initiating Holders. The registration formstatement filed pursuant to the request of the Initiating Holders may, subject to the allocation provisions of Section 2.2(b) hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request by Holders. IfIf the Company shall, at any time following after the first earlier of (i) the fourth (4th) anniversary of the Closingdate of this Agreement or (ii) six (6) months following the closing of a Qualified Public Offering, 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 receive a written request from the Holders of twenty-five percent (25%) at least 20% of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided, further, that ) pursuant to the provisions of Section 2.4(a). The Company shall have be obligated to effect no obligation more than two (2) Registrations pursuant to file any registration statement contemplated by this Section 2(b) if 2.1. For purposes of this Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 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 shall register such Registrable Securities on is not at that time eligible to use Form S-1 or any successor registration formF-3.

Request by Holders. IfIf the Company shall, at any time after six (6) months following the first anniversary closing of the ClosingCompany’s first public offering of its securities, 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 receive a written request from the Initiating Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing that the Company 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 to register Registrable SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("the “Request Notice"”) to all Holders, and use commercially its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 2.3; provided that the Company shall not be obligated to effect any such registration if the Company hashas already once, within the six (6) month period preceding the date of such request, already effected a registration registrations under the Securities Act pursuant to this Section 2(b) 2.3 or Section 2(c) 2.5 or (d)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; provided) pursuant to the provisions of Section 2.3(b) or Section 2.4(b). For purposes of this Agreement, further, that 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 shall have no obligation has already effected a registration of such securities, it being understood and agreed that in each such case all references in this Agreement 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 HoldersAct, the Company Exchange Act and rules, forms of registration statements and registration of securities thereunder, United States law and the SEC, shall register such Registrable Securities on Form S-1 or any successor be deemed to refer, to the equivalent statutes, rules, forms of registration formstatements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. If, If (i) the Company shall at any time following after the first anniversary of one hundred and twentieth (120th) day after 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 Closing receive a written request from the Holders of twenty-five at least fifty percent (2550%) of the Purchased Shares Series A Preferred issued as of the Closing Closing, that the Company file a registration statement under the Securities Act (including, without limitation, 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 that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on Form S-1 or which all such other form as such Holders may request Registrable Securities could be sold under Rule 144 in a single 90-day period) 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 $2,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, 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, subject only to the limitations of this Section 7(b); 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 (d7(b)(iii), 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 HoldersHolders upon the advice of the underwriter, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If, If the Company shall receive at any time following the first anniversary (but not within 12 months of the Closing, as defined in the Purchase Agreement, during which effective date of another Demand Registration Statement effected by the Company is not eligible on behalf of any Holder pursuant to file a registration statement on Form S-3this Section 2.2), the Company receives a written request ("Demand Notice") from the Holders any Holder who holds Registrable Securities in excess of twenty-five percent (25%) 1% of the Purchased Shares issued as then outstanding number of the Closing 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 the Company file a registration statement Registration Statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration Registration of Registrable SecuritiesSecurities pursuant to this Section 2.2, then the Company shall, within ten fifteen (1015) business days of the receipt of such written requestthe Demand Notice, give written notice acknowledgment of such request ("Request NoticeAcknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all Holdersor any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and use commercially reasonable efforts in such notice shall inform the Company of 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 Registration under the Securities Act of all Registrable Applicable Securities that Holders which the Selling Shareholders request to be registered and included in such registration by written notice given by such Holders Registration, subject only to the Company within twenty (20) days after receipt limitations of the Request Noticethis Section 2.2; provided that the Company shall not Applicable Securities requested by the Requestor(s) to 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 registered pursuant to this Section 2(bsuch request must either: (i) or Section 2(cbe at least 10% of all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of at least $10,000,000) or (d), other ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less 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 on Form S-1 or any successor registration form20,000,000.

Request by Holders. If, at At any time following or from time to time after the first anniversary earlier of (i) 90 days after any of the Closing, as defined in the Purchase Agreement, during which Common Stock of the Company is not eligible to file a registration statement on Form S-3, has been registered after the Company receives a written request from the Holders of twenty-five percent (25%) of the Purchased Shares issued as of the Closing that the Company file a registration statement date hereof under the Securities Act (other than a registration on Form S-1 S-4 or such S-8, or any successor or other form as such forms promulgated for similar purposes) or (ii) December 12, 1993, upon the written request of any Holder or Holders may request covering of a majority of the registration shares of Registrable Securities, then Securities requesting that the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities that (constituting in the aggregate at least 200,000 shares or such lesser number of Registrable Securities then outstanding) or, in the case or the Company-Paid Demand (as hereinafter defined) upon the 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) and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration (which request shall specify the intended method of disposition of such Registrable Securities) to be registered all other Holders of Registrable Securities, and included in thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such registration Holder or Holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written notice request given by such Holders to the Company within twenty (20) 15 days after receipt the giving of such written notice by the Company, all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Request NoticeRegistrable Securities so to be registered; provided 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 file a registration statement relating to any registration request under the Securities Act pursuant to this Section 2(b) or Section 2(c) or (d4(a), (A) (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 on Form S-1 S-3 or any successor or similar short-form registration form.statement) within a period of nine months after the effective date of any

Request by Holders. IfIf the Company shall, at any time following after the first earlier of (i) the fifth (5th) anniversary of the Closing, Closing Date (as defined in the Share Purchase Agreement, during which ) or (ii) one (1) year following the Company is not eligible to file taking effect of a registration statement on Form S-3for a Qualified Initial Public Offering, the Company receives receive a written request from the Holders of twenty-five percent (25%) at least 50% of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 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 SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days Business Days (as defined in Share Purchase Agreement) of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided) pursuant to the provisions of Section 2.4(a). Notwithstanding the foregoing, further, that the Company shall have be obligated to effect no obligation more than two (2) Registrations pursuant to file any registration statement contemplated by this Section 2(b) if 2.3. For purposes of this Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 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 shall register such Registrable Securities on is not at that time eligible to use Form S-1 or any successor registration formF-3.

Request by Holders. If, If (i) the Company shall at any time following after the first anniversary of one hundred and twentieth (120th) day after 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 Closing receive a written request from the Holders of twenty-five at least fifty percent (2550%) of the Purchased Shares Series B Preferred issued as of the Closing Closing, that the Company file a registration statement under the Securities Act (including, without limitation, 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 that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on Form S-1 or which all such other form as such Holders may request Registrable Securities could be sold under Rule 144 in a single 90-day period) 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 $2,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, 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, subject only to the limitations of this Section 7(b); 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 (d7(b)(iii), 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 HoldersHolders upon the advice of the underwriter, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. IfIf the Company shall, at any time after the earlier of (i) the sixth (6th) anniversary after the Series B Closing Date or (ii) one (1) year following the first anniversary taking effect of the Closing, as defined in the Purchase Agreement, during which the Company is not eligible to file a registration statement on Form S-3for a QIPO, the Company receives receive a written request from the Holders of twenty-five percent (25%) at least 50% of the Purchased Shares issued as of the Closing Registrable Securities then Outstanding that the Company 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 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 SecuritiesSecurities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 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(b) 2.3 or Section 2(c) 2.5 or (d)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; provided, further, that ) pursuant to the provisions of Section 2.4(i). The Company shall have be obligated to effect no obligation more than three (3) registrations pursuant to file any registration statement contemplated by this Section 2(b) if 2.3. For purposes of this Agreement, reference to registration of securities under the expected gross proceeds of Securities Act and the sale of Registrable Securities under such Exchange Act shall be deemed to mean the equivalent registration statement, based on in a jurisdiction other than the market price of the Common Stock United States 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 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 shall register such Registrable Securities on is not at that time eligible to use Form S-1 or any successor registration formF-3.

Request by Holders. IfAt any time two years after the date of this Agreement, or in the case of an underwritten offering, at any time following one year after the first anniversary date of the Closing, as defined in the Purchase this Agreement, during which upon receipt by the Company is not eligible to file a registration statement on Form S-3, the Company receives of a written request from the Holders of twenty-five percent at least fifty (2550%) percent of the Purchased Shares issued as of the Closing Registrable Securities then outstanding that the Company 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 an amount of Registrable Securities with respect to at least 50% of the outstanding Registrable Securities, then the Company shallwill, within ten (10) business days of the receipt of such written request, give written notice of such request ("“Request Notice"”) to all Holders, and use commercially reasonable its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that 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 provided, however, that the Company shall not be obligated required to effect any such comply with a Request Notice of Registrable Securities having a value of less than $750,000. • Underwriting. If the Holders initiating the registration if 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 has, within the six (6) month period preceding the date as a part of such request, already effected a registration under the Securities Act their request made pursuant to this Section 2(b) or Section 2(c) or (d1.2 and the Company will include such information in the written notice referred to in subsection 1.2(a). In such event, other than a registration from which 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 have been excluded and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company, subject to the approval of a majority of the Holders which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, with respect to all the underwriting agreement or any portion other 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 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 requested 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 will not be reduced unless all securities other than Registrable Securities are first entirely excluded from the underwriting and registration; provided, further, that . Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the Company shall have no obligation to file registration. If any registration statement contemplated by this Section 2(b) if the expected gross proceeds of the sale Holder of Registrable Securities under disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice, on or before the fifth (5th) day prior to the effectiveness of the registration statement, based on to 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 HoldersCompany, the Company shall register such Registrable Securities on Form S-1 or any successor registration formmanaging underwriter and the other Holders.

Request by Holders. IfFrom and after the earlier of (i) the Trigger Date and (ii) November 25, at any time following 2003 upon the first anniversary written request 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 Holder or Holders of twenty-five percent (at least 25%) % of the Purchased Registrable Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holder or Holders' Registrable Shares, and specifying the amount and intended method of disposition thereof, the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as practicable, use its reasonable best efforts to effect the registration under the Securities that Holders request Act (including, without limitation, by means of a shelf registration pursuant to be registered Rule 415 under the Securities Act if so requested, and included in if the Company is then eligible to use such registration registration) of: (i) the Registrable Shares which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Shares which the Company has been requested to register by any other Holder thereof by written notice given request received by such Holders to the Company within twenty (20) 14 days after receipt the giving of such written notice by the Request NoticeCompany (which request shall specify the intended method of disposition of such Registrable Shares); provided 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 effect file a registration statement relating to a registration request under this SECTION 4 (other than on Form S-3 or any such similar short-form registration if statement) within a period of 180 days after the effective date of any other registration statement of the Company hasother than registration statements on Form S-3 (or any similar short-form registration statement) or any-successor or similar forms; PROVIDED, within FURTHER, that in no event shall the six (6) month period preceding the date of such request, already effected a registration under the Securities Act Company be required to effect more than three registrations pursuant to this Section 2(b) or Section 2(c) or (d)SECTION 4; PROVIDED, 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, furtherFURTHER, that the Company shall have no obligation not be required to file effect any registration statement contemplated by this Section 2(b) if the expected gross proceeds Company determines that the aggregate offering value of all of the sale 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 the Stock Purchase Agreement), $75 million or (ii) 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 Securities under such Shares requested to be included therein. The Holders initially requesting a registration statementpursuant to this SECTION 4(a) may, based on at any time prior to the market price of the Common Stock as of the effective date of the initial 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 such a demand registration delivered (i) which is subsequently withdrawn by the Holders, does not exceed Three Million Dollars ($3,000,000). If requested by such Holders, Holders after the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (ii) which is not declared effective solely as a result of the failure of the 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 event, such demand registration shall register such Registrable Securities on Form S-1 or any successor be counted as a demand registration formfor purposes of this SECTION 4(a).

Request by Holders. If, If (i) the Company shall at any time following after the first anniversary of one hundred and twentieth (120th) day after 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 Closing receive a written request from the Holders of twenty-five at least fifty percent (2550%) of the Purchased Shares Series A Preferred issued as of the Closing Closing, that the Company file a registration statement under the Securities Act (including, without limitation, 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 that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until the earlier of the first anniversary of the effectiveness thereof or the date on Form S-1 or which all such other form as such Holders may request Registrable Securities could be sold under Rule 144 in a single 90-day period) 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 $2,000,000, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, 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, subject only to the limitations of this Section 7(b); 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 (d7(b)(iii), 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 HoldersHolders upon the advice of the underwriter, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.. (B) Underwriting. If the Holders initiating the registration request under this Section 7(b)(ii) ("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, and the Company shall include such information in the written notice referred to in Section 7(b)(ii)(A). In such event, the right of any Holder to include his or her Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such

Request by Holders. If, If the Company shall receive at any time following the first anniversary (but not within 12 months of the Closing, as defined in the Purchase Agreement, during which effective date of another Registration Statement effected by the Company is not eligible on behalf of any Holder pursuant to file a registration statement on Form S-3this Section 2.2, the Company receives a written request ("Demand Notice") from any Holder (treating as a single Holder for purposes of this Section 2.2(a) the Holders of twenty-five percent (25%Investors and any affiliated investment fund that holds Registrable Securities) who holds Registrable Securities in excess of the Purchased Shares issued as greater of 200,000 units of Registrable Securities or 1% of the Closing 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 the Company file a registration statement Registration Statement under the Securities Act on Form S-1 or such other form as such Holders may request covering the registration Registration of Registrable SecuritiesSecurities pursuant to this Section 2.2, then the Company shall, within ten fifteen (1015) business days of the receipt of such written requestthe Demand Notice, give written notice acknowledgment of such request ("Request NoticeAcknowledgment") to each Eligible Holder (if any). If an Eligible Holder desires to include in any such Registration Statement all Holdersor any part of the Registrable Securities then held by such Eligible Holder, the Eligible Holder shall, within ten (10) days after receipt of the Request Acknowledgement from the Company, so notify the Company in writing, and use commercially reasonable efforts in such notice shall inform the Company of 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 Registration under the Securities Act of all Registrable Applicable Securities that Holders which the Selling Shareholders request to be registered and included in such registration by written notice given by such Holders Registration, subject only to the Company within twenty (20) days after receipt limitations of the Request Noticethis Section 2.2; provided that the Company shall not aggregate amount of Applicable Securities requested to 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 registered pursuant to this Section 2(bsuch request must either: (i) or Section 2(cbe at least fifty percent (50%) of all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of at least $5,000,000) or (d), other ii) have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less 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 $10,000,000. The Company shall have no obligation use its commercially reasonable efforts to file any registration statement contemplated by this Section 2(b) if maintain the expected gross proceeds effectiveness 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 Registration Statement 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 on Form S-1 or any successor registration formless than twelve months after it becomes effective.

Request by Holders. 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, If the Company receives a written request from the Holders of twenty-five percent (25%) of the Purchased Shares issued as of Registrable Securities then outstanding (the Closing "Initiating Holders") that the Company 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 SecuritiesS-1, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders that a registration on Form S-1 (or such other form, including Form S-3, as shall be determined by the Company in its good faith, reasonable business judgment, which shall allow sales of the Registrable Securities by the Holders) (the "Requested Form") is being initiated and, and thereafter, shall use commercially its reasonable best efforts to effect, as soon as practicable, 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 by written notice given by statement for a period of at least (a) forty-five (45) days or (b) with respect to an underwritten offering, for such Holders time as the underwriters may take to complete the Company distribution of Registrable Securities in the offering. To be included in the registration, any Holder (other than the Initiating Holders) must provide, within twenty (20) days after receipt of the Request Notice; provided that , 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 pursuant to this Section 2(b) 2.3 or Section 2(c) or 2.2 that continues in full force and effect (d), other than a registration from which the Registrable Securities of Holders requesting participation in the registration pursuant to this Section have been previously excluded with respect to any or all or any portion of the Registrable Securities that the Holders requested are requesting be included in such registration; provided, further, that a registration pursuant to 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 ($3,000,000Section). If requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If, at any time following Upon 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 of the Holders of twenty-five percent (25%) at least 10% of the Purchased Registrable Shares issued as of the Closing that the Company 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, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use commercially reasonable efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holders' Registrable Shares, and specifying the amount (which shall not be less than 10% of the outstanding Registrable Shares in the aggregate) and the intended method of disposition thereof, the Company will promptly give notice of such requested registration to all other Holders of Registrable Shares and, as expeditiously as possible, use its best efforts to effect the registration under the Securities that Act of: (i) the Registrable Shares which the Company has been so requested to register by Holders request of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which the Company has been requested to be registered and included in such registration register by any other Holder thereof by written notice given request received by such Holders to the Company within twenty (20) 21 days after receipt the giving of such written notice by the Request NoticeCompany (which request shall specify the intended method of disposition of such Registrable Shares); provided 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 effect any such 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 has, within of an intended registration and prior to the six (6) month period preceding the effective date of the registration statement referred to in such requestnotice, already effected or (y) within a period of 90 days after the effective date of any other registration under statement of the Securities Act Company requested by a Holder pursuant to this Section 2(b4 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) or Section 2(c) 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 demand registration being declared effective by the SEC or (d), other than II) which is not declared effective solely as a registration from which result of the Registrable Securities failure of Holders to take all actions reasonably required in order to have been excluded with respect to all or the registration and the related registration statement declared effective by the SEC, then, in any portion such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a). Promptly after the expiration of the Registrable Securities 21-day period referred to in clause (ii) above, the Company will notify all the Holders requested to 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 other Holders and the number of shares 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 Shares requested by such Holders, the Company shall register such Registrable Securities on Form S-1 or any successor registration formto be included therein.