Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering effectiveness of the Companya registration statement for a Qualified IPO, receive a written request from the Holders Holder of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten fifteen (1015) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best commercially reasonable 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two three (23) Registrations registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date earlier of (i) June 30, 2007 or (ii) twelve (12) months following the initial public offering taking effect of the Companya registration statement for a Qualified Public Offering, receive a written request from the Holders of at least thirty percent (30%) 50% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five Registrable Securities pursuant to this Section 2.3 of not less than the lesser of (i) twenty percent (2520%) of the Registrable Securities pursuant to this Section 2.3or (ii) any lesser percentage if the anticipated gross proceeds from the offering exceed US$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 Notice”) to all Holders, and as soon as practicable, file and use 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 NoticeCompany, 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a2.4(b). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date earlier of (i) six (6) years after Closing or (ii) one (1) year following the initial public offering taking effect of the Companya registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If At any time, and from time to time, after 90 days following the Company shallClosing, at any time after upon the date of the initial public offering of the Company, receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding any Holder requesting that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of the Registrable Securities that and specifying the Holders request intended method of disposition thereof, the Company shall, as promptly as practicable, use its reasonable best efforts 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 120 days) pursuant to Rule 415 under the Securities Act (or any successor rule thereto) if so requested and if the Company is then eligible to effect a shelf registration for such disposition) of the 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 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 2.3registered; provided that the Company shall not be obligated to effect file a registration statement relating to any request for registration under this Section 6.01 within a period of 180 days after the effective date of any other registration statement or prospectus which included Ordinary Shares of the Holder making such registration if request or its Affiliates under this Section 6.01; provided further that the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act shall not be required to effect more than eight requested registrations pursuant to this Section 2.3 or Section 2.5 or in Article VI. The Holder providing such notice shall also notify the other Holders, each of which shall be able to request that Voting Shares they Beneficially Own be included as part of such requested registration; provided that during the Holders had an opportunity to participate pursuant to period commencing on the provisions of Section 2.4, other than a registration from which Closing and ending on the Registrable Securities first anniversary of the Holders have been excluded (with respect to all or any portion of Closing, the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall not be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by one such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3requested registration.

Request by Holders. If the Company shall, at At any time after following the date of the initial public offering closing of the Company, receive a written request from ’s Initial Offering and until the Holders of at least thirty percent (30%) expiration of the Registrable Securities then Outstanding seventh (7th) anniversary thereof, but subject to the terms of any “lock-up agreement” entered into between the underwriters of the Initial Offering (or, in the event that the Initial Offering is a SPAC Transaction, between the Company) and a Holder (unless waived by such underwriters), the Initiating Holders may request in writing (a “Form F-1 Request Notice”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within 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 its 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 the 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, subject only to the limitations of this Section 2.3; 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 2.3 2.2 or Section 2.5 2.3, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other 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; (c) 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 of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this AgreementSecurities, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition 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), provided, however, that the Company may not at that time eligible 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 use which the requesting Holder was actually entitled to sell Ordinary Shares; or (d) if such registration could be effected on a Form F-3.

Request by Holders. If Upon the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from of the Holders of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding that Shares (based on the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent number in clause (25%i) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10definition thereof) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, that 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 of at least ten percent (10%) of the Holders request 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, subject only HOWEVER, that Track 'n Trail shall not be required to the limitations of effect more than three (3) registrations pursuant to this Section 2.34; provided PROVIDED, FURTHER, that the Company 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 2.3 4 or Section 2.5 pursuant to which any Holder included Registrable Shares, or (z) if the Board of Directors of Track 'n Trail determines in good faith that, in view of the advisability of deferring public disclosure of material corporate developments, such registration and the disclosure required to be made in connection therewith would not be in the best interests of Track 'n Trail at such time or that, in light of other factors and considerations (including without limitation the pendency of a presently effective registration statement initiated by Track 'n Trail), such registration would be seriously detrimental to Track 'n Trail (in which the Holders had an opportunity event Track 'n Trail's obligation to participate pursuant to the provisions of Section 2.4, other than 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 Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(aregistration request). The Company shall be obligated to effect no more than two (2) Registrations Holders initially requesting a registration pursuant to this Section 2.3. For 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 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 registration for purposes of this AgreementSection 4(a). Promptly after the expiration of the twenty-one- (21-) day period referred to in clause (ii) above, reference Track 'n Trail will notify all the Holders to be included in the registration of securities under the Securities Act other Holders and the Exchange Act shall number of shares of Registrable Shares requested to be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3included therein.

Request by Holders. If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering closing of the Companya Qualified IPO, receive a written request from the Holders of at least thirty percent (30%) 20% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two three (23) Registrations registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date of the initial public offering of the Company, shall receive a written request from the Holders of at least thirty twenty percent (3020%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33; and provided that (i) the Registrable Securities to be registered would exceed twenty percent (20%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed 5% of the market capitalization of the Company, which is determined by the opening price of the Company’s registered shares as of the first trading day immediately after the occurrence of the IPO, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use 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 2.33; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3 or Section 2.5 5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.44, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a4(b). The Company shall be obligated to effect no more than two one (21) Registrations registration pursuant to this Section 2.3. For purposes 3 or Section 5 for every 5% of this Agreement, reference to registration of securities under the Securities Act and Company’s outstanding share capital on a fully-diluted (by treasury method) basis held by the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement percentage to be calculated as of the Securities Act, date immediately following the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3date hereof.

Request by Holders. If the Company shall, at any time after the earlier of (i) that date that is four (4) years following the Closing Date (as defined in the Share Purchase Agreement) or (ii) the closing of the initial public offering of the Companyan IPO, receive a written request from the Holders of at least thirty percent (30%) 20% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two three (23) Registrations registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, shall receive a written request from (i) the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding at any time after the date fifth (5th) anniversary of the initial public offering of the Company, receive a written request from Closing Date or (ii) the Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding outstanding at any time after six (6) months following the effectiveness of a registration statement for a Qualified Public Offering that the Company file a certain registration statement on a form other than Form F-3 under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) of the Registrable Securities pursuant to this Section 2.32.3 (or any lesser percentage if the anticipated gross receipts from the offering are not less than US$20,000,000), then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best commercially reasonable 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 months period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested to be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If From and after April 13, 2013, upon the Company shall, at any time after the date written request of the initial public offering of the Company, receive a written request from the Holder or Holders of at least thirty percent (30%) 51% of the Registrable Securities then Outstanding Shares that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best 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 Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Holders request Securities Act if so requested, and if the Company is then eligible to be registered use such registration) of: (i) the Registrable Shares which the Company has been so requested to register by such Holder or Holders, and included in such registration (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, subject only to the limitations of this Section 2.3; 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 (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded statements on Forms S-3 or S-8 (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registrationsimilar short-form registration statement) pursuant to the provisions of Section 2.4(a)or any-successor or similar forms. The Company shall be obligated required to effect no more than two (2) Registrations one registration pursuant to this Section 2.32, provided, however, that if a registration requested pursuant to this Section 2 involves an underwritten public offering and 100% of the Registrable Shares requested to be registered pursuant to this Section 2 are not included in such offering, then the Holders shall be entitled to demand, and the Company shall be required to effect, an additional registration in accordance with the terms and conditions of this Agreement. For 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, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the SEC in connection therewith but prior to such 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 Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3Section 2(a).

Request by Holders. If Upon the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from of the Holders of at ------------------ least thirty percent (30%) 10% of the Registrable Securities then Outstanding that Shares (calculated on the Company file a registration statement under based on the Securities Act covering the registration of at least twenty-five percent number in clause (25%i) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10its definition) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, that BAMSI 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, 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 the registration under the Securities that Act of: (i) the Registrable Shares which BAMSI has been so requested to register by Holders request of at least 10% of the Registrable Shares; and (ii) all other Registrable Shares which BAMSI 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 BAMSI within twenty (20) 21 days after receipt the giving of such written notice by BAMSI (which request shall specify the Request Noticeintended method of disposition of such Registrable Shares); provided, subject only however, that BAMSI shall not be required to the limitations of effect more than -------- ------- two registrations pursuant to this Section 2.34; provided provided, further, that the Company BAMSI -------- ------- 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 BAMSI 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 the Securities Act statement of BAMSI requested by a Holder pursuant to this Section 2.3 4 or Section 2.5 or in pursuant to which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than included Registrable Shares. The Holders initially requesting a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to BAMSI revoking such request; provided, however, that, in the -------- ------- event the Holders shall have made a written request for a demand registration (I) which is subsequently withdrawn by the Holders after BAMSI has filed a registration statement with the 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, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this AgreementSection 4(a). Promptly after the expiration of the 21-day period referred to in clause (ii) above, reference BAMSI will notify all the Holders to be included in the registration of securities under the Securities Act other Holders and the Exchange Act shall number of shares of Registrable Shares requested to be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3included therein.

Request by Holders. If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering effectiveness of the Companya registration statement for a an Initial Public Offering, receive a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding Outstanding, which Holders include the Series C Supermajority, that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two three (23) Registrations registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-1” or “Form F-3” shall be deemed to refer to Form S-1 or Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-1 or Form F-3, as applicable.

Request by Holders. If the Company shall, at any time after the date earlier of (i) the fifth (5th) anniversary of the initial public offering Closing Date (as defined in the Share Purchase Agreement), or (ii) 180 days following the taking effect of the Companya registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least thirty percent (30%) 25% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities pursuant to this Section 2.32.3 (as applicable), then the Company shall, within ten (10) business days of the receipt of such written request, give a written notice of such request (“Request Notice”) to all Holders, and use 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.3 is not consummated for any reason other than solely due to the action or inaction of the Holders including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it is being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering effectiveness of the Companya registration statement for a Qualified IPO, receive a written request from the any Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time On or after the date that is one hundred eighty (180) days after the closing date of the initial public offering of Offering, upon the Company, receive a written request from of the Holders of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding that Shares (based on the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent number in clause (25%i) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10definition thereof) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, that AremisSoft 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, 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 the 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 Holders request Registrable Shares; and (ii) all other Registrable Shares that AremisSoft 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 AremisSoft within twenty twenty-one (2021) days after receipt the giving of such written notice by AremisSoft (which request shall specify the Request Noticeintended method of disposition of such Registrable Shares); provided, subject only however, that AremisSoft shall not be required to the limitations of effect more than three (3) registrations pursuant to this Section 2.34; provided provided, further, that the Company AremisSoft 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 AremisSoft 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 AremisSoft requested by a Holder pursuant to this Section 2.3 4 or Section 2.5 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 the Holders had an opportunity event AremisSoft's obligation to participate pursuant to the provisions of Section 2.4, other than 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 Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(aregistration request). The Company shall be obligated to effect no more than two (2) Registrations Holders initially requesting a registration pursuant to this Section 2.3. For 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to AremisSoft revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (I) that is subsequently withdrawn by the Holders after AremisSoft has filed a registration statement with the 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, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this AgreementSection 4(a). Promptly after the expiration of the twenty-one (21) day period referred to in clause (ii) above, reference AremisSoft will notify all the Holders to be included in the registration of securities under the Securities Act other Holders and the Exchange Act shall number of shares of Registrable Shares requested to be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3included therein.

Request by Holders. If the Company shall, at any time after the earlier of (i) the fourth anniversary of the date hereof (or February 1, 2005 in the case of the Holders of Series A Preference Shares) or (ii) six (6) months after the initial public offering of the CompanyCompany of shares of Capital Stock of the Company pursuant to an effective registration statement under the Securities Act or a similar statute in any other jurisdiction, receive a written request from the either (a) Holders of at least thirty twenty-five percent (3025%) of the aggregate Registrable Securities then Outstanding outstanding and held by the Ordinary Investors (the “Ordinary Investor Holders”), (b) Holders of at least twenty-five percent (25%) of the aggregate Registrable Securities then outstanding and held by the Series A Investors (the “Series A Investor Holders”) or (c) Holders of at least twenty-five percent (25%) of the aggregate Registrable Securities then outstanding and held by the Series B Investors (the “Series B Investor Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.1, 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 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 2.32.1; 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 2.3 2.1 or Section 2.5 2.3, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.42.2, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a2.1(b) or Section 2.2(b). The ; and provided, that the Company only shall be obligated to effect no more than two (2) Registrations a registration pursuant to this Section 2.3. For purposes the above if such registration covers Capital Stock having an aggregate offering price in excess of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the five million United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3Dollars (USD5,000,000).

Request by Holders. If the Company shallIf, at any time after following the date first anniversary of the initial public offering of Closing, as defined in the CompanyPurchase Agreement, receive 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 at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding 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 at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3Securities, 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 its best commercially reasonable 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 2.3 2(b) or Section 2.5 2(c) or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4(d), 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 the Company shall have no obligation to file any registration statement contemplated by this Section 2(b) pursuant to if the provisions expected gross proceeds of Section 2.4(athe 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). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated If requested by such Holders, it being understood and agreed that in each the Company shall register such case all references in this Agreement to the Registrable 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, “on Form F-3” shall be deemed to refer to Form S-3 S-1 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3successor registration form.

Request by Holders. If the Company shall, at any time after the date of the initial public offering of the Company, shall receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding a Holder that the Company file a registration statement Registration Statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.1 (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 best commercially reasonable 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 Inclusion Notice, subject only to the limitations of this Section 2.3; 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 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 2.3 or Section 2.5 2.1, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.42.2, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two 2.2(a) or (2z) Registrations pursuant to this Section 2.3. For purposes at the time of this Agreement, reference to registration the Company's receipt of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities ActHolder Notice, the Exchange Act and rulesfiling of the Registration Statement or at any time during which the Registration Statement is effective, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use register ("S3 Eligible") the resale of shares by Holders on Form F-3S-3 under General Instructions I.A and I.B.3 to Form S-3 (or applicable successor form).

Request by Holders. If the Company shall, at any time after the date earlier of (i) January 1, 2016 or (ii) six (6) months following the initial public offering taking effect of the Companya registration statement for a Qualified Public Offering, receive a written request from the Holders of at least thirty percent fifty (3050%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) (or any lower percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of all the Registrable Securities then outstanding 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two three (23) Registrations registrations for the Preferred Shareholders, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.3 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such registration, such registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.3. For purposes of this Agreement, reference ; provided further that the registration pursuant to registration of securities under the Securities Act and the Exchange Act Section 2.4 or Section 2.5 shall not be deemed to mean constitute one of the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in rights granted pursuant to this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.Section 2.3..

Request by Holders. If Subject to the terms of this Agreement, if the Company shall, at any time after the expiry of one hundred eighty (180) days following the effective date of the initial public offering of the Companya registration statement for an IPO, receive a written request from the Holders of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act (other than Form F-3 or Form S-3) covering the registration of at least twenty-five a minimum fifteen percent (2515%) of the Registrable Securities of such requesting Holders with an anticipated gross proceeds from the registration exceeding US$500,000 pursuant to this Section 2.33.3, 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 the Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all the Registrable Securities that the Holders request to be registered and included in such registration by a written notice given by such Holders to the 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For the purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case event all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, and to U.S. law and the SEC, shall be deemed to refer, refer to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, shall receive at any time after (but not within 12 months of the effective date of another Demand Registration Statement effected by the initial public offering Company on behalf of the Companyany Holder pursuant to this Section 2.2), receive a written request ("Demand Notice") from the Holders any Holder who holds Registrable Securities in excess of at least thirty percent (30%) 1% of the Registrable Securities then Outstanding 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 covering the registration Registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, 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 Notice”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 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 its best 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 which the Holders Selling Shareholders 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 NoticeRegistration, subject only to the limitations of this Section 2.32.2; 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions such request must either: (i) be at least ten percent (10%) of Section 2.4, other than a registration from which the all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of the Holders at least $5,000,000) or (ii) have been excluded an anticipated aggregate public offering price (with respect to all or before any portion underwriting discounts and commissions) of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more not less than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3$10,000,000.

Request by Holders. If the Company shall, at At any time after subsequent to six months following the date of IPO Date, subject to Section 11 hereof, upon the initial public offering of the Company, receive a written request from of the Holders of at least thirty percent (30%) 25% of the Registrable Securities then Outstanding Shares that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holders' Registrable Securities that Shares (the Holders 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, subject only to the limitations of this Section 2.3; 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 2.3 or Section 2.5 or 4. Promptly after the expiration of the 21-day period referred to in which clause (ii) above, the Company will notify all the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant the registration of the Other Holders and the number of shares of Registrable Shares requested to the provisions of Section 2.4(a)be included therein. The Company shall be obligated to effect no more than two (2) Registrations Holders initially requesting a registration pursuant to this Section 2.3. For 4 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the 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 be counted as a demand registration for purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3Section 4(a).

Request by Holders. If the Company shall, at any time after six (6) months following the date of the initial public offering closing of the Company’s first firm commitment underwritten public offering, receive a written request from the Holders of at least thirty percent (30%) 50% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3, 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 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than in which the United States as designated by Company has already effected a registration of such Holderssecurities, 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. United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date earlier of (i) the fifth (5th) anniversary of the initial public offering Closing Date (as defined in the Share Purchase Agreement) or (ii) one (1) year following the taking effect of the Companya registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least thirty percent (30%) 50% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Notwithstanding the foregoing, the Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at At any time starting at the earlier of (i) three (3) years after the date of hereof or (ii) six (6) months following the initial public offering closing of the Company, receive ’s first firm commitment underwritten public offering and upon receipt of a written request from the Holders of at least thirty percent (30%) 25% of the Registrable Securities then Then Outstanding (the “Initiating Holders”) that the Company file a registration statement on a form other than Form F-3 under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33.03, 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 best commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders 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 2.33.03; 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 2.3 3.03 or Section 2.5 3.05 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.43.04, 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 Section 2.4(aSections 3.03(b). The , 3.04(b) and 3.05(d); (y) after the Company shall be obligated to effect no more than two (2) Registrations has effected one registration pursuant to this Section 2.33.03 during any nine-month period; or (z) if the Initiating. Holders propose to dispose of 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 other than in which the United States as designated by Company has already effected a registration of such Holderssecurities, 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. United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date of the initial public offering of the CompanyEffective Date hereof, receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33; and provided that (i) the Registrable Securities to be registered would exceed fifty percent (50%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed US$20,000,000, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use 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 2.33; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3 or Section 2.5 5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.44, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a4(b). The Company shall be obligated to effect no more than two (2) Registrations registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-33.

Request by Holders. If (i) the Company shall, shall at any time after the date of one hundred and twentieth (120th) day after the initial public offering of the Company, Closing receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding Series C Preferred issued as of the 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 which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of at least twenty-five percent Registrable Securities, and (25%ii) the expected gross proceeds of the sale of Registrable Securities pursuant to this Section 2.3under 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 its best commercially reasonable 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 2.37(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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.47(b)(iii), 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 . If requested by such Holders upon the provisions advice of Section 2.4(a). The the underwriter, the Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the register such Registrable Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “on Form F-3” shall be deemed to refer to Form S-3 S-1 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3successor registration form.

Request by Holders. If the Company shall, at any time after the earlier of (i) the fourth (4th) anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering closing of the Companya Qualified Public Offering, receive a written request from the Holders of at least thirty percent (30%) 20% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.32.1. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date earlier of (i) the fifth anniversary of the initial public offering date hereof and (ii) the expiration of six months after an IPO or a direct listing of Ordinary Shares or of shares of a listing vehicle Affiliated with Company for purposes of consummating a Qualified IPO for the Group (or securities representing such Ordinary Shares or shares of the Companylisting vehicle) at any securities exchange, receive a written request from the Holders of at least thirty percent (30%) 10% of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33 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 its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 2.33 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 2.3 3 of Schedule 2 or Section 2.5 5 of Schedule 2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.44 of Schedule 2, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (4(a) of Schedule 2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, shall at any time not earlier than six (6) months after the date of the an initial underwritten public offering of the Companyits Common Shares, receive a written request from the Holders of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33.3, 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 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 their receipt of the Request Notice, subject only to the limitations of this Section 2.33.3; provided that the Company shall not be obligated to effect any such registration if registration. If the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3.3 or Section 2.5 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.43.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a3.4(a). The Company shall be obligated to effect ; provided, further, that no Holder may register more than two fifty percent (250%) Registrations of the aggregate number of Registrable Securities held by such Holder in any one or more registrations that are initiated pursuant to this Section 2.3. For purposes 3.3 prior to the twelve (12) month anniversary of this Agreementthe initial underwritten public offering of the Company’s Common Shares; provided, reference to registration of securities under that for any Holder that is a partnership, the Securities Act Holder and the Exchange Act partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder shall be deemed to mean the equivalent registration in be a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in single “Holder” for purposes of this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3sentence.

Request by Holders. If the Company shall, shall at any time during the period commencing on the date that is one hundred eighty (180) days after the effective date of the initial public offering Company’s IPO and ending five (5) years thereafter, but subject to the terms of any “lock-up agreement” entered into between the underwriters of the Company’s IPO and the Holders, as applicable (unless waived by such underwriters), receive a written request (“Form F-1 Request Notice”) from the Holders of at least thirty twenty percent (3020%) of the Registrable Securities then Outstanding that the Company file a Form F-1 registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, then the Company shall, (x) within ten (10) business days Business Days of the receipt of such written requestForm F-1 Request Notice, give written notice of such request (“Request Notice”) to all Holders, and (y) as soon as practicable, and in any event within ninety (90) days after the date such Form F-1 Request Notice is received by the Company, file a Form F-1 registration statement under the Securities Act, and use its reasonable best efforts to effect, as soon as practicablepracticable thereafter, 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 Form F-1 Request Notice, subject only to the limitations of this Section 2.32.2; provided provided, however that the Company shall not be obligated to effect any such registration (i) if the Company has, within the six ninety (690) month day period preceding the date of such requestthe Form F-1 Request Notice, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 2.2, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.42.3, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no 2.3 from which more than two twenty percent (220%) Registrations of the Registrable Securities that were requested to be included were excluded; (ii) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration (in which the Holder may include Registrable Securities pursuant to this Section 2.3. For purposes 2.3 of this Agreement, reference subject to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holdersunderwriting limitations), 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 provided that the Company is not actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (iii) if the Holders propose to sell Registrable Securities at that an estimated aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $5,000,000; or (iv) such registration could be effected at such time eligible on a Form F-3 pursuant to use Form F-3Section 2.4.

Request by Holders. If the Company shall, at any time after the date of the initial public offering of the Company, shall receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding a Holder that the Company file a registration statement Registration Statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.1 (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 best commercially reasonable 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 Inclusion Notice, subject only to the limitations of this Section 2.3; 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 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 2.3 or Section 2.5 2.1, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.42.2, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two 2.2(a) or (2z) Registrations pursuant to this Section 2.3. For purposes at the time of this Agreement, reference to registration the Company's receipt of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities ActHolder Notice, the Exchange Act and rulesfiling of the Registration Statement or at any time during which the Registration Statement is effective, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use register ("S-3 Eligible") the resale of shares by Holders on Form F-3S-3 under General Instructions I.A and I.B.3 to Form S-3 (or applicable successor form).

Request by Holders. If Subject to the terms of this Agreement, if the Company shall, at any time after the earlier of (i) the third anniversary following the Closing or (ii) expiry of twelve (12) months following the effective date of the initial public offering of the Companya registration statement for an IPO, receive a written request from the Holders of at least thirty percent (30%) 10% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act (other than Form F-3 or Form S-3) covering the registration of at least twenty-five percent (25%) of the any Registrable Securities of such Holders pursuant to this Section 2.33.3, 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 the Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all the Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For the purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case event all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, and to U.S. law and the SEC, shall be deemed to refer, refer to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time From and after the date earlier of (i) the Trigger Date and (ii) November 25, 2003 upon the written request of the initial public offering of the Company, receive a written request from the Holder or Holders of at least thirty percent (30%) 25% of the Registrable Securities then Outstanding Shares that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best 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 Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Holders request Securities Act if so requested, and if the Company is then eligible to be registered use such registration) of: (i) the Registrable Shares which the Company has been so requested to register by such Holder or Holders; and included in such registration (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, subject only HOWEVER, that the Company shall not be required to the limitations of effect more than one registration during any twelve-month period pursuant to this Section 2.3SECTION 4; provided PROVIDED, FURTHER, that the Company shall not be obligated to file a registration statement relating to a registration request under this SECTION 4 (other than on Form S-3 or any similar short-form registration statement) within a period of 180 days after the effective date of any other registration statement of the Company other than registration statements on Form S-3 (or any similar short-form registration statement) or any-successor or similar forms; PROVIDED, FURTHER, that in no event shall the Company be required to effect more than three registrations pursuant to this SECTION 4; PROVIDED, FURTHER, that the Company shall not be required to effect any such registration if the Company hasdetermines that the aggregate offering value of all of the shares to be offered is not reasonably expected to equal at least (i) prior to the occurrence of a Trigger Date or after the Closing Date (as defined in the Stock Purchase Agreement), within $75 million or (ii) after the six 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 (6ii) month period preceding above, the date Company will notify all the Holders to be included in the registration of such request, already effected the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or SECTION 4(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that, in which the event the Holders had an opportunity to participate pursuant to shall have made a written request for a demand registration (i) which is subsequently withdrawn by the provisions of Section 2.4, other than Holders after the Company has filed a registration from 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 Registrable Securities failure of the 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 of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company event, such demand registration shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For counted as a demand registration for purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3SECTION 4(a).

Request by Holders. If Upon the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding outstanding (the "INITIATING Holders") requesting that the Company file effect a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) all or part of the such Initiating Holders' Registrable Securities pursuant to this Section 2.3and specifying the intended method or methods of disposition thereof (which may include block trades) (the "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 Notice”"REQUEST NOTICE") to all Holders (other than Initiating Holders) and, and use its best 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 the 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, subject only written notice to the limitations Company of this Section 2.3the number of shares of Registrable Securities such Holder has elected to include in the Demand Registration Statement (which notice shall specify the intended method or methods of disposition of such Registrable Securities, which may include block trades). The Company shall use its commercially reasonable efforts to have the Demand Registration Statement declared effective by the SEC as soon as reasonably practicable after it files the Demand Registration Statement with the SEC; 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 have no obligation under the Securities Act pursuant to this Section 2.3 or 2.1(a) to seek to have the Demand Registration Statement declared effective by the SEC prior to the first anniversary of the Effective Date. The Stockholder's rights under Section 2.5 or in which the Holders had an opportunity to participate pursuant 2.1 are subject to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-33.

Request by Holders. If the Company shall, at any time From and after the date earlier of (i) the Trigger Date and (ii) November 25, 2003 upon the written request of the initial public offering of the Company, receive a written request from the Holder or Holders of at least thirty percent (30%) 25% of the Registrable Securities then Outstanding Shares that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best 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 Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Holders request Securities Act if so requested, and if the Company is then eligible to be registered use such registration) of: (i) the Registrable Shares which the Company has been so requested to register by such Holder or Holders; and included in such registration (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, subject only however, that the Company shall not be required to the limitations of effect more than one registration during any twelve-month period pursuant to this Section 2.34; provided provided, further, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (other than on Form S-3 or any similar short-form registration statement) within a period of 180 days after the effective date of any other registration statement of the Company other than registration statements on Form S-3 (or any similar short-form registration statement) or any-successor or similar forms; provided, further, that in no event shall the Company be required to effect more than three registrations pursuant to this Section 4; provided, further, that the Company shall not be required to effect any such registration if the Company hasdetermines that the aggregate offering value of all of the shares to be offered is not reasonably expected to equal at least (i) prior to the occurrence of a Trigger Date or after the Closing Date (as defined in the Stock Purchase Agreement), within $75 million or (ii) after the six 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 (6ii) month period preceding above, the date Company will notify all the Holders to be included in the registration of such request, already effected the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or 4(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; provided, however, that, in which the event the Holders had an opportunity to participate pursuant to shall have made a written request for a demand registration (i) which is subsequently withdrawn by the provisions of Section 2.4, other than Holders after the Company has filed a registration from 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 Registrable Securities failure of the 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 of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company event, such demand registration shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For counted as a demand registration for purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3Section 4(a).

Request by Holders. If the Company shall, at any time after the earlier of (i) that date that is four years following the Closing Date (as defined in the Purchase Agreement) or (ii) the closing of the initial public offering of the Companya Qualified IPO, receive a written request from the Holders of at least thirty percent (30%) 20% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If Upon the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from of the Holders of at least thirty percent (30%) 10% of the Registrable Securities then Outstanding Shares (calculated on the based on the number in clause (i) of its definition) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best 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, subject only however, that the Company shall not be required to the limitations of effect more than two registrations pursuant to this Section 2.34; provided 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 2.3 4 or Section 2.5 or in pursuant to which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than included Registrable Shares. The Holders initially requesting a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement4 may, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement at any time prior to the Securities Acteffective date of the registration statement relating to such registration, 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, revoke such request by providing a written notice to the equivalent statutesCompany revoking such request; provided, ruleshowever, forms of registration statementsthat, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” event the Holders shall be deemed to refer to Form S-3 or any comparable form under have made a written request for a demand registration (I) which is subsequently withdrawn by the U.S. securities laws in the condition that 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 at that time eligible declared effective solely as a result of the failure of Holders to use Form F-3.take all actions reasonably required in order to have

Request by Holders. If the Company shall, at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering effectiveness of the Companya registration statement for a Qualified IPO, receive a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten fifteen (1015) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use its best commercially reasonable 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company Tality shall, at any time after the date expiration of the initial public offering of 180-day "lock-up" period pursuant to the CompanyUnderwriting Agreement (the "LOCK-UP EXPIRATION DATE"), receive a written request from Cadence or any subsequent Holder of LP Units originally issued to Cadence or any other member of the Holders of Cadence Group (or any Registrable Securities issued in exchange therefor) holding at least thirty ten percent (3010%) of the Registrable Securities then Outstanding aggregate outstanding number of such LP Units that the Company Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33.4(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 Notice”"REQUEST NOTICE") to all Holders, and use 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 Tality within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.33.4(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 2.3 3.4(b) or Section 2.5 3.4(d), or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.43.4(c), other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a3.4(c)(i). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company Tality shall, at any time after the date expiration of the initial public offering of 180-day "lock-up" period pursuant to the CompanyUnderwriting Agreement (the "LOCK-UP EXPIRATION DATE"), receive a written request from Cadence, Holdings or any subsequent Holder of LP Units originally issued to Cadence, Holdings or any other member of the Holders of Cadence Group (or any Registrable Securities issued in exchange therefor) holding at least thirty ten percent (3010%) of the Registrable Securities then Outstanding aggregate outstanding number of such LP Units that the Company Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33.4(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 Notice”"REQUEST NOTICE") to all Holders, and use 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 Tality within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.33.4(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; 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 2.3 3.4(b) or Section 2.5 3.4(d), or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.43.4(c), other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a3.4(c)(i). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at At any time and from time to time after the date expiration of the initial public offering of the Companyany lock-up to which such securities are subject pursuant to any Lock-Up Agreement, receive a written request from the (i) Holders of at least thirty percent twenty (3020%) of the Registrable Securities Then Outstanding, (ii) Key Holder(s) holding a majority in interest of the Registrable Securities held by all Key Holders, or (iii) following the issuance of any Earn-Out Shares pursuant to paragraph 7 of the A&R Letter Agreement, Holder(s) holding a majority in interest of such Earn-Out Shares (in each case, the “Demanding Holders”) may make a written demand for registration under the Securities Act of (x) at least 15% (or in a case where a Key Holder is the Demanding Holder, such percentage as determined by such Key Holder) of the Registrable Securities Then Outstanding or (y) in a case where a Holder of Earn-Out Shares is the Demanding Holder, at least 10% of Earn-Out Shares then Outstanding outstanding, by submitting a written request to the Company that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.1, then the Company shall, within no later than ten (10) business days of Business Days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 thirty (2030) calendar 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-32.1.

Request by Holders. If the Company shall, at any time after the date of the initial public offering of Upon the Company, receive a 's receipt of written request from of the Holders of at least thirty percent (30%) 20% of the Registrable Securities then Outstanding Shares that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best 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, subject only however, that the Company shall not be required to the limitations of effect more than one registration during any twelve-month period pursuant to this Section 2.34; provided 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 three months 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 Company be required to effect more than two registrations in the date of such request, already effected a registration under the Securities Act aggregate pursuant to this Section 2.3 or Section 2.5 or 4. Promptly after the expiration of the 21-day period referred to in which clause (ii) above, the Company will notify all the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant the registration of the other Holders and the number of shares of Registrable Shares requested to the provisions of Section 2.4(a)be included therein. The Company shall be obligated to effect no more than two (2) Registrations Holders initially requesting a registration pursuant to this Section 2.3. For purposes 4 may, at any time prior to the effective date of this Agreementthe registration statement relating to such registration, reference cause such registration to registration of securities under be withdrawn by the Securities Act Company by providing a written notice to the Company requesting such withdrawal; provided, however, that upon any such request for withdrawal, such Holders shall have forfeited their right to such demand hereunder, and the Exchange Act such Holders shall be deemed to mean responsible for the equivalent registration payment, on a pro rata basis, of all Registration Expenses incurred in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3connection therewith.

Request by Holders. If the Company shall, at At any time starting at the earlier of (i) three (3) years after the date of hereof or (ii) six (6) months following the initial public offering closing of the Company, receive ’s first firm commitment underwritten public offering and upon receipt of a written request from the Holders of at least thirty percent (30%) 25% of the Registrable Securities then Then Outstanding (the “Initiating Holders”) that the Company file a registration statement on a form other than Form F-3 under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33.03, 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 best 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 2.33.03; 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 2.3 3.03 or Section 2.5 3.05 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.43.04, 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 Section 2.4(aSections 3.03(b). The , 3.04(b) and 3.05(d); (y) after the Company shall be obligated to effect no more than two (2) Registrations has effected one registration pursuant to this Section 2.33.03 during any nine-month period; or (2) if the Initiating Holders propose to dispose of 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 other than in which the United States as designated by Company has already effected a registration of such Holderssecurities, 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. United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If (i) the Company shall, at any time after following the date of the initial public offering of the CompanyClosing, receive a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding Securities, that the Company file a registration statement under the Securities Act on Form S-3 or, if Form S-3 is not then available for use by the Company, then such other form as such Holders (upon the advice of the underwriters, if any, engaged by such Holders) may request (including a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities 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 at least twenty-five percent Registrable Securities, and (25%ii) the expected gross proceeds of the sale of Registrable Securities pursuant to this Section 2.3under 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 Notice”"REQUEST NOTICE") to all Holders, and use its best commercially reasonable 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 PROVIDED that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.47(b)(iii), other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement; PROVIDED, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such HoldersHOWEVER, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at shall have no obligation to cause any registration statement contemplated by this Section 7(b)(ii) to become effective prior to the one hundred and eightieth (180th) day after the Closing Date; PROVIDED, FURTHER, that time eligible the Company shall have no obligation to use Form F-3cause any "shelf" registration statement contemplated by this Section 7(b)(ii) to become effective prior to the first anniversary of the Closing Date.

Request by Holders. If the Company shall, at any time after the date earlier of (i) three (3) years after the Initial Closing or (ii) six (6) months following the taking effect of a registration statement for the initial underwritten public offering of the Companysecurities of the Company (the “IPO”), receive a written request from the Holders of at least thirty [***] percent (30[***]%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act on any internationally recognized exchange that is acceptable to such requesting Holders pursuant to this Section 2.3 covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant then Outstanding subject to this Section 2.3a minimum offering size of US$15,000,000, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations Registration pursuant to this Section 2.3. A registration shall not be counted as “effected” for purposes of this Section 2.3(a) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders (as defined below) withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.3(a). For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after six (6) months following the date closing of the initial Company’s first public offering of the Companyits securities, receive a written request from the Initiating Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the to register Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a2.3(b) or Section 2.4(b). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than in which the United States as designated by Company has already effected a registration of such Holderssecurities, 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. United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, shall at any time after the date earlier of (i) the third (3rd) anniversary of the initial public offering Closing (as defined in the Share Subscription Agreement) of the Company, Share Subscription Agreement and (ii) the expiry of six (6) months after a Qualified IPO receive a written request from the Holders of at least thirty percent (30%) 20% of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33, 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 its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 Business Days after receipt of the Request Notice, subject only to the limitations of this Section 2.33; 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$20,000,000 (or, in the case of an initial public offering, US$100,000,000); provided, further that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3 or Section 2.5 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.44, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shallshall receive, at any time after the earlier of the third anniversary of the Initial Closing (as such term is defined in the Series D-1 Purchase Agreement) or 180 days after the effective date of the Company’s initial public offering of its securities pursuant to a registration statement filed under the CompanySecurities Act (an “IPO”), receive a written request from the Holders of at least thirty percent (30%) % of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2 (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 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 2.32; 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3IPO.

Request by Holders. If (i) the Company shall, shall at any time after the date of one hundred and twentieth (120th) day after the initial public offering of the Company, Closing receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding Series B Preferred issued as of the 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 which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of at least twenty-five percent Registrable Securities, and (25%ii) the expected gross proceeds of the sale of Registrable Securities pursuant to this Section 2.3under 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 its best commercially reasonable 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 2.37(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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.47(b)(iii), 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 . If requested by such Holders upon the provisions advice of Section 2.4(a). The the underwriter, the Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the register such Registrable Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “on Form F-3” shall be deemed to refer to Form S-3 S-1 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3successor registration form.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) one hundred and eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act and (ii) the third (3rd) anniversary following the date of the initial public offering closing of the Companysale of shares of Series C Stock under the Series C Agreement, receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities then Then Outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, 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 its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the which 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 2.32.2; provided provided, however, that the Company shall not be obligated have any obligation to effect any such the filing of a registration statement under this Section 2.2(a) under either of the following two circumstances: (i) if the Company has, within Registrable Securities requested by all Holders to be registered pursuant to a request hereunder do not represent 20% or more of the six total number of Registrable Securities Then Outstanding and have an anticipated aggregate public offering price (6before any underwriting discounts and commissions) month of less than Five Million Dollars ($5,000,000); and (ii) during any period preceding beginning with the date ninety (90) days prior to the Company’s good faith estimate of the date of such requestfiling of, already effected and ending on a date one hundred and eighty (180) days following the effective date of any Company-initiated registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, (other than a registration from which relating solely to any employee benefit plan or a corporate reorganization); provided that the Registrable Securities Company’s right under this clause (ii) not to file a registration statement shall be contingent upon the Company providing notice to the Initiating Holders within thirty (30) days of their request under this Section 2.2 of the Holders have been excluded Company’s intent to file such a Company-initiated registration statement within ninety (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration90) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act days and the Exchange Act shall be deemed Company thereafter actively employing in good faith, reasonable efforts to mean the equivalent cause such Company-initiated registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement statement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3become effective.

Request by Holders. If the Company shall, at any time after the date of the initial public offering of the Company, shall receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33; and provided that (i) the Registrable Securities to be registered would exceed fifty percent (50%) of the total Registrable Securities then Outstanding and (ii) the anticipated aggregate gross proceeds of such registration would exceed US$20,000,000, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use 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 2.33; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3 or Section 2.5 5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.44, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a4(b). The Company shall be obligated to effect no more than one (1) registration pursuant to this Section 3 or Section 5 for every 5% of the Company’s outstanding share capital on a Fully-Diluted (by Treasury Method) basis held by the Holders, such percentage to be calculated as of the date immediately following the last day of the Lock-up Period (solely for purposes of illustration, (x) the Company will be obligated to effect no more than one (1) registration pursuant to this Section 3 or Section 5 if the Holders hold, as of the date immediately following the last day of the Lock-up Period, 9% of the Company’s outstanding share capital on a Fully-Diluted (by Treasury Method) basis, and (y) the Company will be obligated to effect no more than two (2) Registrations registrations pursuant to this Section 2.3. For purposes 3 or Section 5 if the Holders hold, as of this Agreementthe date immediately following the last day of the Lock-up Period, reference to registration 13% of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in Company’s outstanding share capital on a jurisdiction other than the United States as designated Fully-Diluted (by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3Treasury Method) basis).

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) one hundred and eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the CompanySecurities Act and (ii) November 20, receive 2011, a written request from the one or more Major Preferred Stockholders who individually or collectively are Holders of at least thirty percent (30%x) a majority of the Series B Registrable Securities, (y) a majority of the Series C Registrable Securities then Outstanding and (z) a majority of the Series D Registrable Securities (“Demand Holder(s)”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, 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 its best efforts to effect, as soon as practicable, and in any event within 90 days after the receipt of the written request from the Demand Holder(s), the registration under the Securities Act of all Registrable Securities that which the Holders Holder(s) request to be registered and included in such registration by written notice given by such Holders Holder(s) to the Company within twenty (20) days after receipt of the Request NoticeNotice is deemed delivered pursuant to Section 6.1, subject only to the limitations of this Section 2.32.2; provided provided, however, that the Company shall not be obligated have any obligation to effect the filing of a registration statement under this Section 2.2(a): (i) if the Registrable Securities requested by all Holder(s) to be registered pursuant to a request hereunder have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than Seven Million Five Hundred Thousand Dollars ($7,500,000); or (ii) if the registration requested by the Holders pursuant to this Section 2.2 has not been approved by Series B Directors and Series C Directors who are then members of the Board and then constitute at least seventy-five percent (75%) of the total number of Series B Directors and Series C Directors that can then be elected to the Board under the Company’s Certificate of Incorporation as then in effect; provided however, that this clause (ii) shall not apply to any request for registration under this Section 2.2 if either (A) the Company has previously consummated a Qualified IPO at the time the Request Notice is given or (B) the Company’s Certificate of Incorporation does not require approval of such registration if by seventy-five percent (75%) of the Company has, within total number of Series B Directors and Series C Directors that can then be elected to the six Board; or (6iii) month during any period preceding beginning with the date ninety (90) days prior to the Company’s good faith estimate of the date of such requestfiling of, already effected and ending on a date one hundred and eighty (180) days following the effective date of, any Company-initiated registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, (other than a registration from which the Registrable Securities of the Holders have been excluded (with respect relating solely to all any employee stock, stock option or benefit plan or any portion similar compensatory plan, or a corporate reorganization, business combination or other transaction under Rule 145 of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, ); provided that the Exchange Act and rules, forms Company’s right under this clause (iii) not to file a registration statement shall be contingent upon the Company providing notice to the Initiating Holders (as defined below) within thirty (30) days of their request under this Section 2.2 of the Company’s intent to file such a Company-initiated registration statements and registration of securities thereunder, U.S. law statement within ninety (90) days and the SECCompany thereafter actively employing in good faith, shall be deemed reasonable efforts to refer, cause such Company-initiated registration statement to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3become effective.

Request by Holders. If the Company shall, at any time after the earlier of (i) two (2) years after the date of the initial public offering of the CompanyShareholders Agreement or (ii) six (6) months following a Qualified IPO, receive a written request from Series B1 Holders of at least 50% of the Series B1 Shares then outstanding, or the Holders of at least thirty percent (30%) 50% of the Registrable Securities then Outstanding outstanding, that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the such Holders, Registrable Securities pursuant to Section 2.3 of this Section 2.3Appendix, 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 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 Section 2.3 of this Section 2.3Appendix; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 of this Appendix or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.42.4 of this Appendix, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdictionAppendix. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.(SEAL)

Request by Holders. If the Company shall, shall at any time not earlier than six (6) months after the date of the an initial underwritten public offering of the Companyits Common Shares, receive a written request from the Holders of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33.3, 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 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 their receipt of the Request Notice, subject only to the limitations of this Section 2.33.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3.3 or Section 2.5 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.43.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a3.4(a). The Company shall be obligated to effect ; provided, further, that no Holder may register more than two fifty percent (250%) Registrations of the aggregate number of Registrable Securities held by such Holder in any one or more registrations that are initiated pursuant to this Section 2.3. For purposes 3.3 prior to the twelve (12) month anniversary of this Agreementthe initial underwritten public offering of the Company’s Common Shares; provided, reference to registration of securities under that for any Holder that is a partnership, the Securities Act Holder and the Exchange Act shall be deemed to mean partners and retired partners of such Holder, or the equivalent registration in estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Actcorporation, the Exchange Act Holder and rules, forms all corporations that are affiliates of registration statements and registration of securities thereunder, U.S. law and the SECsuch Holder, shall be deemed to referbe a single “Holder” for purposes of this sentence. (b) Underwriting. If the Holders initiating the registration request under this Section 3.3 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in subsection 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the equivalent statutesextent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to the Holders of a majority of the Registrable Securities being registered. Notwithstanding any other provision of this Section 3.3, rules, forms if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of registration statements, registration the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and laws underwritten pursuant hereto, and the number of and equivalent government authority Registrable Securities that may be included in the applicable non-U.S. jurisdictionunderwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any Subsidiary of the Company). In additionIf any Holder disapproves of the terms of any such underwriting, “Form F-3” such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to refer be a single “Holder,” and any pro rata reduction with respect to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.such “Holder” shall be

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) three (3) years from the date of this Agreement or (ii) six (6) months after the effective date of the initial first registration statement for a public offering of securities of the CompanyCompany (other than a registration statement relating to the sale of securities to employees of the Company pursuant to a stock option, receive stock purchase or similar plan or an SEC Rule 145 transaction), or the subsequent date on which all market stand-off agreements applicable to the offering have terminated, a written request from the Holders of at least thirty percent (30%) 50% of the Registrable Securities then Outstanding outstanding (“Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five fifty percent (2550%) of the Registrable Securities pursuant then outstanding or such lesser amount as would have an anticipated aggregate public offering price (after deduction for underwriter’s discounts and expenses related to this Section 2.3the issuance) of not less than $25,000,000 and a per-share offering price of not less than $20.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares), then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Demand Notice”) to all HoldersHolders and, and as use its best commercially reasonable efforts to effect, file as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating Holders, a registration statement under the Securities Act of covering all Registrable Securities that the Initiating Holders request requested to be registered and any additional Registrable Securities requested to be included in such registration by written any other Holders, as specified by notice given by each such Holders Holder to the Company within twenty (20) days after receipt of the Request Noticedate the Demand Notice is given, and in each case, 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, shall at any time after during the date time period commencing immediately following the Company’s IPO and ending five (5) years thereafter, but subject to the terms of any “lock-up agreement” entered into between the initial public offering underwriters of the Company’s IPO and a Holder (unless waived by such underwriters), receive a written request (“Form F-1 Request Notice”) from the Holders of at least thirty percent 20% (30%twenty percent) of the Preferred Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, 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 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 Form F-1 Request Notice, subject only to the limitations of this Section 2.32.2; 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 2.3 2.2 or Section 2.5 2.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.42.3, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no 2.3(c) from which more than two 20% of the Registrable Securities of Holders that were requested to be included were excluded; (2ii) Registrations 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 Registrable Securities pursuant to this Section 2.3. For purposes 2.3 of this Agreement, reference Agreement (subject to registration of securities under underwriting limitations); (iii) the Holders propose to sell Registrable Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement at an estimated aggregate price to the Securities Act, the Exchange Act and rules, forms public (net of any underwriters’ discounts or commissions) of less than $5,000,000; or (iv) such registration statements and registration of securities thereunder, U.S. law and the SEC, shall could be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use effected on a Form F-3.

Request by Holders. If the Company shall, at any time after the date earlier of (i) the third (3rd) anniversary of the initial public offering Series A Closing Date and (ii) six (6) months following the closing of the Companya Qualified IPO, receive a written request from the Holders of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding outstanding (voting together as a single class on an as-converted basis) that the Company file a registration statement Registration Statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33.2, 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 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 2.33.2; provided provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 3.2 if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3.2 or Section 2.5 3.4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.43.3, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a3.3(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a any jurisdiction other than in which the United States as designated by such HoldersCompany’s securities are listed, quoted or registered, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. United States law and the SEC, shall be deemed to refer, refer to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and any equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If Upon the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding outstanding (the "INITIATING HOLDERS") requesting that the Company file effect a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) all or part of the such Initiating Holders' Registrable Securities pursuant to this Section 2.3and specifying the intended method or methods of disposition thereof (which may include block trades) (the "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 Notice”"REQUEST NOTICE") to all Holders (other than Initiating Holders) and, and use its best 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 the 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, subject only written notice to the limitations Company of this Section 2.3the number of shares of Registrable Securities such Holder has elected to include in the Demand Registration Statement (which notice shall specify the intended method or methods of disposition of such Registrable Securities, which may include block trades). The Company shall use its commercially reasonable efforts to have the Demand Registration Statement declared effective by the SEC as soon as reasonably practicable after it files the Demand Registration Statement with the SEC; 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 have no obligation under the Securities Act pursuant to this Section 2.3 or 2.1(a) to seek to have the Demand Registration Statement declared effective by the SEC prior to the first anniversary of the Effective Date. The Stockholder's rights under Section 2.5 or in which the Holders had an opportunity to participate pursuant 2.1 are subject to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-33.

Request by Holders. If the Company shall, at any time after six (6) months following the date of the initial public offering closing of the Company’s first Qualified Public Offering, receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3, 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 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than in which the United States as designated by Company has already effected a registration of such Holderssecurities, 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. United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date earlier of (i) February 27, 2010 and (ii) six (6) months following the initial public offering taking effect of the Companya registration statement for a Qualified Public Offering, receive a written request request, from either (A) the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding held by Investor Shareholders holding Series A Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders or (B) the Holders of at least twenty-five percent (25%) of the Registrable Securities then held by Investor Shareholders holding Series B Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders, that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated , or (ii) if the Holders do not propose to effect no more than two sell Registrable Securities and such other securities (2if any) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement at an aggregate price to the Securities Act, the Exchange Act and rules, forms public of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3least US$3,000,000.

Request by Holders. If At any time two years after the Company shalldate of this Agreement, or in the case of an underwritten offering, at any time one year after the date of this Agreement, upon receipt by the initial public offering Company of the Company, receive a written request from the Holders of at least thirty percent fifty (3050%) percent of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of an amount of Registrable Securities with respect to at least twenty-five percent (25%) 50% of the outstanding Registrable Securities pursuant to this Section 2.3Securities, 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 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 2.31.2; 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 2.3 or Section 2.5 or 1.2 and the Company will include such information in which the written notice referred to in subsection 1.2(a). In such event, the right of any Holder to include his Registrable Securities in such registration will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders had an opportunity to participate pursuant and such Holder) to the provisions 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 Section 2.4, other than a registration from which the Registrable Securities majority of the Holders have been excluded (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. Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn from the registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice, on or before the fifth (5th) pursuant day prior to the provisions effectiveness of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to the registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to referstatement, to the equivalent statutesCompany, rules, forms of registration statements, registration of securities the managing underwriter and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3other Holders.

Request by Holders. If the Company shall, at any time after the earlier of (i) the five year anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering closing of the Companya Qualified Public Offering, receive a written request from the Holders of at least thirty percent (30%) 50% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3, 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the earlier of (i) the second anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering taking effect of the Companya registration statement for a Qualified Public Offering, receive a written request from the Holders of at least thirty percent (30%) 25% of the Registrable Securities then Outstanding Series A Preferred Shares that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, at the election of Holders of at least 75% of the Series A Preferred Shares in connection with the exercise of any registration right in this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If Upon the Company shall, at any time after the date of the initial public offering of the Company, receive a written request from the of any one or more Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best efforts to effect, as soon as practicable, effect the registration under the Securities Act of all or part of such Holders' 2 3 Registrable Shares, and specifying the amount (which shall not be less than 1,000,000 Registrable Shares) 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 reasonable best efforts, as provided in Section 5 hereof, to effect the registration under the Securities Act of the Registrable Shares which the Company has been so requested to register; provided, however, that the Holders request Company shall not be required to be registered and included in such registration by written notice given by such Holders effect more than three registrations pursuant to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.34; provided 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 (i) if the registration request is delivered after delivery of a notice by the Company has, within of an intended registration of the six (6) month period preceding sale of shares of Common Stock by the Company and prior to the earlier of 90 days from such notice or the effective date of the registration statement referred to in such requestnotice, already effected or (ii) within a period of 180 days after the effective date of any other registration under statement of the Securities Act Company requested by a Holder pursuant to this Section 2.3 4 or Section 2.5 or in pursuant to which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than included Registrable Shares. The Holders initially requesting a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes 4 may, at any time prior to the effective date of this Agreementthe registration statement relating to such registration, reference revoke such request by providing a written notice to the Company revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (ii) which is not declared effective solely as a result of securities under the Securities Act failure of the Holders to take all actions reasonably required in order to have the registration and the Exchange Act related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in have been effected for purposes of 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. jurisdictionSection 4(a). In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.(b)

Request by Holders. If the Company shall, at any time after six (6) months following the date of the initial public offering closing of the Company’s first Qualified Public Offering (as defined in the Carlyle Rights Agreement), receive a written request from the Holders a Holder of at least thirty twenty percent (3020%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.31.3, 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 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 2.31.3; 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 2.3 1.3 or Section 2.5 1.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.41.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a1.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than in which the United States as designated by Company has already effected a registration of such Holderssecurities, 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. United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If At such time that the Company shall, at any time after qualifies for the date use of Form S-3 and upon the initial public offering of the Company, receive a written request from of the Holders of at least thirty percent (30%) [25]% of the Registrable Securities then Outstanding Shares that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best 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, subject only however, that the Company shall not be required to the limitations of effect more than one registration during any twelve-month period pursuant to this Section 2.34; provided and provided, further, that the Company shall not be obligated to effect file a Registration Statement relating to a registration request under this Section 4 within a period of three months after the effective date of any such registration if other Registration Statement of the Company; and provided, further, that in no event shall the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act be required to effect more than three registrations pursuant to this Section 2.3 or Section 2.5 or 4. Promptly after the expiration of the [21]-day period referred to in which clause (ii) above, the Company will notify all the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant the registration of the other Holders and the number of shares of Registrable Shares requested to the provisions of Section 2.4(a)be included therein. The Company shall be obligated to effect no more than two (2) Registrations Holders initially requesting a registration pursuant to this Section 2.3. For 4 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a Registration Statement with the SEC in connection therewith which has been declared effective by the SEC or (ii) which is not declared effective solely as a result of the failure of Holders to take all actions reasonably required in order to have 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 registration for purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3Section 4(a).

Request by Holders. If the Company shall, at any time after the earlier of (i) the fourth (4th) anniversary of the date of this Agreement or (ii) the initial public offering taking effect of the Companya registration statement for a Qualified Public Offering, receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five a minimum of twenty percent (2520%) of the Registrable Securities 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 the Holders, . The Holders shall send a written notice stating the number of Registrable Securities requested to be registered and included in such registration (the “Request Securities”) to the Company within twenty (20) business days after receipt of the Request Notice. The Company shall thereafter use 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 NoticeSecurities, 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date earlier of (i) January 1, 2020 or (ii) one (1) year following the initial public offering taking effect of the Companya registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least thirty percent (30%) 50% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the earlier of (i) the fourth (4th) anniversary of the date of this Agreement or (ii) six (6) months following the initial public offering taking effect of the Companya registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least thirty percent (30%) 25% of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shallIf, at any time after following the date first anniversary of the initial public offering of Closing Date, as defined in the CompanyAsset Purchase Agreement, receive 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 at least thirty with respect to not less than twenty-five percent (3025%) of the Registrable Securities then Outstanding Acquired Shares issued as of the Closing Date 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-five percent (25%) of the Registrable Securities pursuant to this Section 2.3Securities, 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 its best commercially reasonable 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 2.3 1(b) or Section 2.5 1(c) or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4(d), 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 the Company shall have no obligation to file any registration statement contemplated by this Section 1(b) pursuant to if the provisions expected gross proceeds of Section 2.4(athe 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). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated If requested by such Holders, it being understood and agreed that in each the Company shall register such case all references in this Agreement to the Registrable 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, “on Form F-3” shall be deemed to refer to Form S-3 S-1 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3successor registration form.

Request by Holders. If (i) the Company shall, shall at any time after the date of one hundred and twentieth (120th) day after the initial public offering of the Company, Closing receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding Series A Preferred issued as of the 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 which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of at least twenty-five percent Registrable Securities, and (25%ii) the expected gross proceeds of the sale of Registrable Securities pursuant to this Section 2.3under 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 its best commercially reasonable 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 2.37(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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.47(b)(iii), 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. If requested by such Holders upon the advice of the underwriter, the Company shall register such Registrable Securities on Form S-1 or any successor registration form. (B) pursuant Underwriting. If the Holders initiating the registration request under this Section 7(b)(ii) ("Initiating Holders") intend to distribute the provisions 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 2.4(a7(b)(ii)(A). The Company In such event, the right of any Holder to include his or her Registrable Securities in such registration shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act conditioned upon such Holder's participation in such underwriting and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms inclusion of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.such

Request by Holders. If (i) the Company shall, shall at any time after the date of one hundred and twentieth (120th) day after the initial public offering of the Company, Closing receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding Series A Preferred issued as of the 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 which all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of at least twenty-five percent Registrable Securities, and (25%ii) the expected gross proceeds of the sale of Registrable Securities pursuant to this Section 2.3under 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 its best commercially reasonable 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 2.37(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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.47(b)(iii), 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 . If requested by such Holders upon the provisions advice of Section 2.4(a). The the underwriter, the Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the register such Registrable Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “on Form F-3” shall be deemed to refer to Form S-3 S-1 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3successor registration form.

Request by Holders. If the Company shall, shall at any time after following the date that is the earlier of (i) three (3) years following the Original Series B Issue Date, and (ii) six (6) months following initial underwritten public offering of its Common Shares (other than pursuant to a registration statement related either to the Companysale of securities to employees of the Company pursuant to a share option, share purchase or similar plan or an SEC Rule 145 transaction), receive a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding pursuant to this Section 2.3, 3.3 (or any lesser percentage if the anticipated gross receipts from the offering are to exceed US$10,000,000) 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 its reasonable best efforts to effect, as soon as practicablepracticable but in any event later than one hundred eighty (180) days after the Request Notice, 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 their receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the 3.3. The Company shall not be obligated to effect any such registration pursuant to this Section 3.3 if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 3.3 in which all of the Registrable Securities proposed to be sold by the initiating Holders were registered and sold pursuant to the registration statement governing such registration or in which the such Holders had an opportunity to fully participate pursuant to the provisions of Section 2.43.3, 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 to be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 were excluded or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3sold.

Request by Holders. If the Company shall, at any time after the date earlier of (i) five (5) years after the initial public offering Closing or (ii) one (1) year following the taking effect of the Companya registration statement for a Qualified Initial Public Offering, receive a written request from the Holders of at least thirty fifty percent (3050%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities 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 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the date earlier of (i) December 31, 2019 or (ii) six (6) months following the initial public offering closing of the Companya Qualified Public Offering, receive a written request from the Holders of at least thirty percent (30%) of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of with respect to Registrable Securities held by such Holders, which Registrable Securities shall constitute at least twenty-five percent (25%) 10% of the Registrable Securities pursuant to this Section 2.3then Outstanding, then the Company shall, within ten (10) business days Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use 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 2.32.2; provided that the Company shall not be obligated to effect any such registration if (i) the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 2.2 or Section 2.5 2.4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.42.3, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a2.3(a). The , (ii) such registration would not be expected to have a an aggregate offering price of at least US$500,000,000, or (iii) the Company shall be obligated to effect no more than has already effected two (2) Registrations registrations pursuant to this Section 2.32.2. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority Government Authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) one hundred eighty (180) days following the taking effect of a registration statement for a first firm-commitment underwritten initial public offering by the Company of its Ordinary Shares pursuant to a registration statement that is filed with and declared effective by either the CompanySEC under the Securities Act or another governmental authority for a registration in a jurisdiction other than the United States (the “IPO”), receive a written request from the Series A Holders of at least thirty percent (30%) 50% of the Series A Registrable Securities then Outstanding Outstanding, or the Series B-2 Holders of at least 50% of the Series B-2 Registrable Securities then Outstanding, or the Series C Holders of at least 50% of the Series C Registrable Securities then Outstanding, or the Series C+ Holders of at least 50% of the Series C+ Registrable Securities then Outstanding, or the Series D Holders of at least 50% of the Series D Registrable Securities then Outstanding, that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Series A Registrable Securities Securities, or the Series B-2 Registrable Securities, or the Series C Registrable Securities, or the Series C+ Registrable Securities, or the Series D Registrable Securities, as applicable pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”) to all Holders, and use 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations upon request the Series A Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series B-2 Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series C Holders pursuant to this Section 2.3, no more than two (2) Registrations upon request of the Series C+ Holders pursuant to this Section 2.3, and no more than two (2) Registrations upon request of the Series D Holders pursuant to this Section 2.3, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.3 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after following the date of the initial public offering of the Companyhereof, receive a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding Securities, that the Company file a registration statement under the Securities Act on Form S-3 or, if the Company is not eligible to file a registration statement on Form S-3 such other form as such Holders (upon the advice of the underwriters, if any, engaged by such Holders) may request covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3Securities, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders, and use its best commercially reasonable efforts to effect, as soon as reasonably 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 PROVIDED that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.42.3, 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 ; PROVIDED, HOWEVER, that the Company shall have no obligation to cause any registration statement contemplated by this Section 2.1 to become effective prior to the provisions of Section 2.4(a)three hundred and sixty-fifth (365th) day after the date hereof. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated If requested by such Holders, it being understood and agreed that in each upon the advice of the underwriters, if any, engaged by such case all references in this Agreement to the Securities ActHolders, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, Company 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, “register such Registrable Securities on Form F-3” shall be deemed to refer to Form S-3 S-1 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3successor registration form.

Request by Holders. If the Company shall, shall receive at any time after (but not within 12 months of the effective date of another Registration Statement effected by the initial public offering Company on behalf of the Companyany Holder pursuant to this Section 2.2, receive a written request ("Demand Notice") from any Holder (treating as a single Holder for purposes of this Section 2.2(a) the Holders of at least thirty percent (30%Investors and any affiliated investment fund that holds Registrable Securities) who holds Registrable Securities in excess of the greater of 200,000 units of Registrable Securities or 1% of the then Outstanding 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 covering the registration Registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, 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 Notice”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 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 its best 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 which the Holders Selling Shareholders 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 NoticeRegistration, subject only to the limitations of this Section 2.32.2; 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions such request must either: (i) be at least fifty percent (50%) of Section 2.4, other than a registration from which the all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of the Holders at least $5,000,000) or (ii) have been excluded an anticipated aggregate public offering price (with respect to all or before any portion underwriting discounts and commissions) of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)not less than $10,000,000. The Company shall be obligated use its commercially reasonable efforts to effect no more maintain the effectiveness of such Registration Statement for not less than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, twelve months after it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3becomes effective.

Request by Holders. If the Company shall, at any time after following the date of the initial public offering of the CompanyClosing, receive a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding Purchased Shares issued as of the Closing, that the Company file a registration statement under the Securities Act on Form S-3 or such other form as such Holders (upon the advice of the underwriters, if any, engaged by such Holders) may request (including a "shelf" registration statement, if requested by such Holders, during any period of time that Rule 144 is not available as an exemption for the sale in a single 90-day period of all of the Registrable Securities that any such Holder desires to sell, in which case the Company would maintain the effectiveness of such "shelf" registration statement until all such Registrable Securities could be sold under Rule 144 in a single 90-day period) covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.3Securities, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (“Request Notice”"REQUEST NOTICE") to all Holders, and use its best commercially reasonable 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 PROVIDED that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.47(d)(iii), other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.the

Request by Holders. If the Company shall, shall receive at any time after the first anniversary of this Agreement (but not within 12 months of the effective date of another demand registration statement effected by the initial public offering Company on behalf of any holder of Registrable Securities pursuant to this Section 2.2, or within six months of the Companyeffective date of a registration statement effected on behalf of any holder of Registrable Securities pursuant to Section 2.4), receive a written request from the Holders any holder of at least thirty percent (30%) Registrable Securities who holds Registrable Securities in excess of 1% of the Registrable Securities then Outstanding outstanding number of 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 covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, 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 Notice”"REQUEST 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 its best 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 which the Holders Selling Shareholders 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 Noticeregistration, subject only to the limitations of this Section 2.32.2; 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 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions such request must either: (i) be at least twenty five percent (25%) of Section 2.4, other than a registration from which the all Registrable Securities then outstanding (but having an anticipated aggregate public offering price of the Holders at least $5,000,000) or (ii) have been excluded an anticipated aggregate public offering price (with respect to all or before any portion underwriting discounts and commissions) of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more not less than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3$10,000,000.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) one hundred and eighty (180) days after the effective date of the Company’s initial public offering of its securities pursuant to a registration filed under the Securities Act and (ii) the fifth (5th) anniversary following the date of the initial public offering closing of the Companysale of shares of Series H Preferred Stock under the Series H Agreement, receive a written request from the Holders of at least thirty forty percent (3040%) of the Registrable Securities then Then Outstanding (excluding the Series E-1 Preferred Stock and Series F-1 Preferred Stock for purposes of such request and for calculating the percentage with respect thereto) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, 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 its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the which 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 NoticeNotice is deemed delivered pursuant to Section 6.1, subject only to the limitations of this Section 2.32.2; provided provided, however, that the Company shall not be obligated have any obligation to effect any such the filing of a registration statement under this Section 2.2(a) under either of the following two circumstances: (i) if the Company has, within Registrable Securities requested by all Holders to be registered pursuant to a request hereunder have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than Seven Million Five Hundred Thousand Dollars ($7,500,000); and (ii) during any period beginning with the six date ninety (690) month period preceding days prior to the Company’s good faith estimate of the date of such requestfiling of, already effected and ending on a date one hundred and eighty (180) days following the effective date of any Company-initiated registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, (other than a registration from which relating solely to any employee benefit plan or a corporate reorganization); provided that the Registrable Securities Company’s right under this clause (ii) not to file a registration statement shall be contingent upon the Company providing notice to the Initiating Holders (as defined below) within thirty (30) days of their request under this Section 2.2 of the Holders have been excluded Company’s intent to file such a Company-initiated registration statement within ninety (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration90) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act days and the Exchange Act shall be deemed Company thereafter actively employing in good faith, reasonable efforts to mean the equivalent cause such Company-initiated registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement statement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3become effective.

Request by Holders. If the Company shall, shall at any time after the earlier of (i) the third (3rd) anniversary of the date of this Agreement and (ii) the initial public offering expiry of the Company, six (6) months after a Qualified IPO receive a written request from the Holders of at least thirty percent (30%) 15% of the Registrable Securities then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33, 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 its best all reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the 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 Business Days after receipt of the Request Notice, subject only to the limitations of this Section 2.33; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must have a market value in excess of US$50,000,000 (or, in the case of an initial public offering, US$200,000,000); provided, further, that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3 or Section 2.5 5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.44, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shall, shall at any time not earlier than six (6) months after the date of the an initial underwritten public offering of the Companyits Common Shares, receive a written request from the Holders of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.33.3, 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 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 their receipt of the Request Notice, subject only to the limitations of this Section 2.33.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 3.3 or Section 2.5 3.5, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.43.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a3.4(a). The Company shall be obligated to effect ; provided, further, that no Holder may register more than two fifty percent (250%) Registrations of the aggregate number of Registrable Securities held by such Holder in any one or more registrations that are initiated pursuant to this Section 2.3. For purposes 3.3 prior to the twelve (12) month anniversary of this Agreementthe initial underwritten public offering of the Company’s Common Shares; provided, reference to registration of securities under that for any Holder that is a partnership, the Securities Act Holder and the Exchange Act shall be deemed to mean partners and retired partners of such Holder, or the equivalent registration in estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Actcorporation, the Exchange Act Holder and rules, forms all corporations that are affiliates of registration statements and registration of securities thereunder, U.S. law and the SECsuch Holder, shall be deemed to refer, to the equivalent statutes, rules, forms be a single “Holder” for purposes of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3this sentence.

Request by Holders. If the Company shall, at any time after the earlier of (i) the third anniversary of the date of the initial public offering this Agreement or (ii) six (6) months following taking effect of the Companya registration statement for a Qualified Public Offering, receive a written request from the Holders of at least thirty ten percent (3010%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.39.3, 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 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 2.39.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 9.3 or Section 2.5 9.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.49.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (29.4(a) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than in which the United States as designated by Company has already effected a registration of such Holderssecurities, 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. United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. United States jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

Request by Holders. If the Company shallshall receive, at any time after one hundred and eighty (180) days after the effective date of the initial public offering of the CompanyInitial Offering, receive a written request from the Holders of at least thirty percent (30%) a majority of the Registrable Securities then Then Outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities pursuant to this Section 2.32.2, 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 its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the which 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 NoticeNotice is deemed delivered pursuant to Section 6.1, subject only to the limitations of this Section 2.32.2; provided provided, however, that the Company shall will not be obligated have any obligation to effect any such the filing of a registration statement under this Section 2.2(a) under either of the following two circumstances: (i) if the Company has, within Registrable Securities requested by all Holders to be registered pursuant to a request hereunder have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than Ten Million Dollars ($10,000,000); and (ii) during any period beginning with the six date sixty (660) month period preceding days prior to the Company’s good faith estimate of the date of such requestfiling of, already effected and ending on a date one hundred and eighty (180) days following the effective date of any Company-initiated registration under the Securities Act pursuant to this in which Holders will have rights under Section 2.3 or Section 2.5 or in which unless such registration is for the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, Initial Offering (other than a registration from which relating solely to any employee benefit plan or a corporate reorganization); provided that the Registrable Securities Company’s right under this clause (ii) not to file a registration statement will be contingent upon the Company providing notice to the Initiating Holders (as defined below) within thirty (30) days of their request under this Section 2.2 of the Holders have been excluded Company’s intent to file such a Company-initiated registration statement within ninety (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration90) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act days and the Exchange Act shall be deemed Company thereafter actively employing in good faith, reasonable efforts to mean the equivalent cause such Company-initiated registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement statement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3become effective.

Request by Holders. If the Company shall, shall at any time after following the date that is the earlier of (i) three (3) years following the Original Series B Issue Date, and (ii) six (6) months following initial underwritten public offering of its Common Shares (other than pursuant to a registration statement related either to the Companysale of securities to employees of the Company pursuant to a share option, share purchase or similar plan or an SEC Rule 145 transaction), receive a written request from the Holders of at least thirty twenty-five percent (3025%) of the Registrable Securities then Outstanding outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five twenty percent (2520%) of the Registrable Securities then outstanding pursuant to this Section 2.3, 3.3 (or any lesser percentage if the anticipated gross receipts from the offering are to exceed US$10,000,000) 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 its reasonable best efforts to effect, as soon as practicablepracticable but in any event later than one hundred eighty (180) days after the Request Notice, 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 their receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the 3.3. The Company shall not be obligated to effect any such registration pursuant to this Section 3.3 if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 3.3 in which all of the Registrable Securities proposed to be sold by the initiating Holders were registered and sold pursuant to the registration statement governing such registration or in which the such Holders had an opportunity to fully participate pursuant to the provisions of Section 2.43.3, 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 to be included in such registration) pursuant to the provisions of Section 2.4(a)registration were excluded or not sold. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.Execution Version

Request by Holders. If On or after twelve (12) months from the Company shallClosing Date specified in the Purchase Agreement, at any time after upon the date of the initial public offering of the Company, receive a written request from of the Holders of at least thirty seventy five percent (3075%) of the Registrable Securities then Outstanding Shares that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities 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 its best 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 NoticeRegistrable Shares and, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated 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 to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which of: (i) the Registrable Securities Shares that AremisSoft has been so requested to register by Holders of the Holders have been excluded at least seventy five percent (with respect to all or any portion 75%) of the Registrable Securities 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 Holders requested 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 included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated required to effect no more than one (1) registration in any twelve (12) month period nor more than two (2) Registrations registrations in total pursuant to this Section 2.34; provided, further, that AremisSoft shall not be obligated to file a registration statement relating to a registration request under this Section 4 (x) if the registration request is delivered after delivery of a notice by AremisSoft of an intended registration and prior to the effective date of the registration statement referred to in such notice, (y) within a period of one hundred eighty (180) days after the effective date of any other registration statement of AremisSoft requested by a Holder pursuant to this Section 4 or pursuant to which any Holder included Registrable Shares, or (z) if the Board of AremisSoft determines in good faith that, in view of the advisability of deferring public disclosure of material corporate developments, such registration and the disclosure required to be made in connection therewith would not be in the best interests of AremisSoft at such time or that, in light of other factors and considerations (including without limitation the pendency of a presently effective registration statement initiated by AremisSoft), such registration would be seriously detrimental to AremisSoft (in which event AremisSoft's obligation to file a registration statement under this Section 4 shall be deferred for a period not to exceed thirty (30) days from the receipt of the registration request). For The Holders initially requesting a registration pursuant to this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to AremisSoft revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (I) that is subsequently withdrawn by the Holders after AremisSoft has filed a registration statement with the 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, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this AgreementSection 4(a). Promptly after the expiration of the twenty one (21) day period referred to in clause (ii) above, reference AremisSoft will notify all the Holders to be included in the registration of securities under the Securities Act other Holders and the Exchange Act shall number of shares of Registrable Shares requested to be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3included therein.