Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request, from either (A) the Holders of at least twenty-five percent (25%) of the Registrable Securities then 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 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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and the third anniversary of the date of this Agreement or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request, request from either (A) the Holders of at least twenty-five ten percent (2510%) of the Registrable Securities then 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, outstanding that the Company file a registration statement under the Securities Act covering the registration of 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 (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 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)9.4(a) . For purposes of this Agreement, or (ii) if reference to registration of securities under the Holders do not propose Securities Act and the Exchange Act shall be deemed to sell Registrable Securities mean the equivalent registration in a jurisdiction in which the Company has already effected a registration of such securities, it being understood and agreed that in each such other securities (if any) at an aggregate price case all references in this Agreement to the public Securities Act, the Exchange Act and rules, forms of at least US$3,000,000registration statements and registration of securities thereunder, United States law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-United States jurisdiction.

Request by Holders. If the Company shall, shall at any time after the earlier of (i) February 27, 2010 the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months following the taking effect of a registration statement for after a Qualified Public Offering, IPO receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) 20% of the Registrable Securities then 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 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 (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 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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000.

Request by Holders. If the Company shall, at any time after the earlier of (i1) February 27, 2010 and two (2) years after the date of the Shareholders Agreement or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public OfferingIPO, receive a written requestrequest from Series B Holders of at least 50% of the Series B Shares then outstanding, from either (A) or the Holders of at least twenty-five percent (25%) 50% of the Registrable Securities then 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 Shareholdersoutstanding, that the Company file a registration statement under the Securities Act covering the registration of 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 (i) If the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000this Appendix.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and three (3) years after the Initial Closing or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offeringthe initial underwritten public offering of the securities of the Company (the “IPO”), receive a written request, request from either (A) the Holders of at least twenty-five [***] percent (25[***]%) of the Registrable Securities then 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, 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 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 (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 to effect no more than two (2) 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, or unless the Initiating Holders (iias defined below) if withdraw their request for such registration, elect not to pay the Holders do not propose registration expenses therefor, and forfeit their right to sell Registrable 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 other securities (if any) at an aggregate price Holders, it being understood and agreed that in each such case all references in this Agreement to the public Securities Act, the Exchange Act and rules, forms of at least US$3,000,000registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction.

Request by Holders. If the Company shallshall receive, at any time after the earlier of of: (i) February 27(x) the fifth (5th) anniversary of the closing date under the Onshore A-2 Capital Increase Agreement with respect to Tencent, 2010 and (y) the sixth (6th) anniversary of the closing date under the Onshore A-2 Capital Increase Agreement with respect to other Holders (provided that if Tencent exercises the right of demand registration in accordance with the foregoing (x), other Holders shall also be entitled to exercises the right of demand registration in accordance with the mechanism hereof); or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public OfferingIPO, receive a written request, request from either (A) the Holders (for the avoidance of doubt, in case Tencent exercises the right of demand registration in accordance with Section 3.3(a)(i)(x), such Holders shall include Tencent and other Holders thereafter entitled and elect to exercise the right of demand registration) of at least twenty-five thirty percent (2530%) of the Registrable Securities then 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, outstanding that the Company file files a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.33.3, then the Company shall, within ten (10) business days of Business Days after the receipt of such written request, give a written notice of such request (the “Request Notice”) to all 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 ten (10) 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 (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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,0003.3.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and two (2) years after the date of the Shareholders Agreement or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public OfferingIPO, receive a written requestrequest from Series B1 Holders of at least 50% of the Series B1 Shares then outstanding, from either (A) or the Holders of at least twenty-five percent (25%) 50% of the Registrable Securities then 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 Shareholdersoutstanding, that the Company file a registration statement under the Securities Act covering the registration of 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 (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 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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000this Appendix.

Request by Holders. If the Company shall, shall at any time after following the date that is the earlier of (i) February 27three (3) years following the Original Series B Issue Date, 2010 and (ii) six (6) months following the taking effect initial underwritten public offering of its Common Shares (other than pursuant to a registration statement for related either to the sale of securities to employees of the Company pursuant to a Qualified Public Offeringshare option, share purchase or similar plan or an SEC Rule 145 transaction), receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) of the Registrable Securities then 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, outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding pursuant to this Section 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 (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 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 (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000sold.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) February 27, 2010 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) six the fifth (65th) months anniversary following the taking effect date of a registration statement for a Qualified Public Offeringthe initial closing of the sale of shares of Series H Preferred Stock under the Series H Agreement, receive a written request, request from either (A) the Holders of at least twenty-five forty percent (2540%) of the Registrable Securities then held by Investor Shareholders holding Then Outstanding (excluding the Series A E-1 Preferred Shares on the date hereof Stock and then held by Affiliates Series F-1 Preferred Stock for purposes of such Investor Shareholders or (Brequest and for calculating the percentage with respect thereto) 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 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 if 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 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), or Company’s right under this clause (ii) if not to file a registration statement shall be contingent upon the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price Company providing notice to the public Initiating Holders (as defined below) within thirty (30) days of at least US$3,000,000their request under this Section 2.2 of the Company’s intent to file such a Company-initiated registration statement within ninety (90) days and the Company thereafter actively employing in good faith, reasonable efforts to cause such Company-initiated registration statement to become effective.

Request by Holders. If the Company shall, at At any time after the earlier of (i) February 27July 1, 2010 and 2005 or (ii) six (6) months following after the taking effect consummation of a registration statement for a Qualified Public OfferingIPO, receive upon receipt of a written request, request from either (A) the Holders of at least twentythirty-five percent (2535%) of the Registrable Securities then outstanding (excluding Registrable Securities held by Investor Shareholders holding Series A Preferred Shares on the date hereof and then Mr. Chey until such time as there are no Registrable Securities other ▇▇▇▇ ▇▇ose 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 ShareholdersMr. Chey), that the Company file a registration statement under the Securities S▇▇▇▇▇▇▇▇s Act covering the registration of 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 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 date the Request NoticeNotice is dispatched, subject only to the limitations of this Section 2.3; provided provided, however, that the Company shall not be obligated to effect effect, or take any action to effect, any such registration if pursuant to this Section 2.3: (i) if the aggregate amount of the Registrable Securities requested by all Holders to be registered pursuant to such request has a value of less than (A) US$5,000,000, in the case of the first demand registration pursuant to this Section 2.3, or (B) US$8,000,000, in the case of the second demand registration pursuant to this Section 2.3; (ii) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 2.5, or a registration 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 certain 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); (iii) if, upon receipt of a registration request pursuant to this Section 2.3(a), the Company is advised in writing (with a copy to each Initiating Holder (as hereinafter defined)) by a recognized national independent investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would have a material adverse effect on any subsequent public offering of securities of the Company by the Company (other than in connection with employee benefit and similar plans) (a "Company Offering"), the Company shall not be required to effect a registration pursuant to this Section 2.3(a) until the earlier of (i) 30 days after the completion of such Company Offering, or (ii) if promptly after any abandonment of such Company Offering; provided, however, that the Holders periods during which the Company shall not be required to effect a registration pursuant to this Section 2.3(a) together with any periods of suspension under Section 2.3(d) hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months; or (iv) in any particular jurisdiction, other than Korea or New York, in which the Company would be required to qualify to do not propose business or to sell Registrable Securities and execute a general consent to service of process in effecting such other securities (if any) at an aggregate price to the public of at least US$3,000,000registration, qualification or compliance.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and the fourth (4th) anniversary of the date of this Agreement or (ii) six (6) months following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) % of the Registrable Securities then 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, outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities 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 to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, or (ii) if reference to registration of securities under the Holders do not propose Securities Act and the Exchange Act shall be deemed to sell Registrable Securities 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 other securities (if any) at an aggregate price case all references in this Agreement to the public 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 least US$3,000,000that time eligible to use Form F-3.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and the fifth (5th) anniversary of the date of this Agreement or (ii) six one hundred eighty (6180) months days following the taking effect of a registration statement for a Qualified Public Offeringfirst firm-commitment underwritten initial public offering by the Company of its Ordinary Shares pursuant to a registration statement that is filed with and declared effective by either the SEC under the Securities Act or another governmental authority for a registration in a jurisdiction other than the United States (the “IPO”), receive a written request, request from either (A) the Series A Holders of at least twenty-five percent (25%) 50% of the Series A Registrable Securities then held by Investor Shareholders holding Outstanding, or the Series A Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders or (B) the B-2 Holders of at least twenty-five percent (25%) 50% of the Series B-2 Registrable Securities then held by Investor Shareholders holding Outstanding, or the Series B Preferred Shares on C Holders of at least 50% of the date hereof and Series C Registrable Securities then held by Affiliates Outstanding, or the Series C+ Holders of such Investor Shareholdersat 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 percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Series A Registrable Securities 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 (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 to effect no more than two (2) Registrations upon request the Series A Holders pursuant to this Section 2.3, or no more than two (ii2) 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 Holders do not propose to sell sale of all of the Registrable Securities and such sought to be included pursuant to this Section 2.3 is not consummated for any reason other securities (if any) at an aggregate price than due to the public 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 least US$3,000,000that time eligible to use Form F-3.

Request by Holders. If the Company shall, shall at any time after following the date that is the earlier of (i) February 27three (3) years following the Original Series B Issue Date, 2010 and (ii) six (6) months following the taking effect initial underwritten public offering of its Common Shares (other than pursuant to a registration statement for related either to the sale of securities to employees of the Company pursuant to a Qualified Public Offeringshare option, share purchase or similar plan or an SEC Rule 145 transaction), receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) of the Registrable Securities then 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, outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities then outstanding pursuant to this Section 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 (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 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 (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000.sold. Execution Version

Request by Holders. If the Company shall, shall at any time after the earlier of (i) February 27, 2010 the third (3rd) anniversary of the date of this Agreement and (ii) the expiry of six (6) months following the taking effect of a registration statement for after a Qualified Public Offering, IPO receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) 15% of the Registrable Securities then 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 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 (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 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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) February 27, 2010 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) six (6) months following the taking effect of a registration statement for a Qualified Public OfferingNovember 20, receive 2011, a written request, request from either (A) the one or more Major Preferred Stockholders who individually or collectively are Holders of at least twenty-five percent (25%x) a majority of the Series B Registrable Securities, (y) a majority of the Series C Registrable Securities then held by Investor Shareholders holding Series A Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders or (Bz) the Holders of at least twenty-five percent (25%) a majority of the Series D 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, (“Demand Holder(s)”) that the Company file a registration statement under the Securities Act covering the registration of 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 any such the filing of a registration if statement under this Section 2.2(a): (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 if the Registrable Securities of the Holders have been excluded (with respect requested by all Holder(s) to all or any portion of the Registrable Securities the Holders requested be included in such registration) registered pursuant to the provisions a request hereunder have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of Section 2.4(aless than Seven Million Five Hundred Thousand Dollars ($7,500,000), ; or (ii) if the registration requested by the Holders do pursuant to this Section 2.2 has not propose to sell Registrable Securities been approved by Series B Directors and such other securities Series C Directors who are then members of the Board and then constitute at least seventy-five percent (if any75%) at an aggregate price of the total number of Series B Directors and Series C Directors that can then be elected to the public 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 least US$3,000,000the time the Request Notice is given or (B) the Company’s Certificate of Incorporation does not require approval of such registration by seventy-five percent (75%) of the total number of Series B Directors and Series C Directors that can then be elected to the Board; or (iii) during any period beginning with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days following the effective date of, any Company-initiated registration under the Securities Act (other than a registration relating solely to any employee stock, stock option or benefit plan or any similar compensatory plan, or a corporate reorganization, business combination or other transaction under Rule 145 of the Securities Act); provided that the Company’s right under this clause (iii) not to file a registration statement shall be contingent upon the Company providing notice to the 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 statement within ninety (90) days and the Company thereafter actively employing in good faith, reasonable efforts to cause such Company-initiated registration statement to become effective.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, shall receive a written request, request from either (A) the Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then 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, Outstanding that the Company file a registration statement under the Securities Act covering the registration of 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 (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 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 (ii) Section 5 if the Holders do not propose 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 sell Registrable Securities and such other securities effect no more than two (2) registrations pursuant to this Section 3 or Section 5 if anythe Holders hold, as of the date immediately following the last day of the Lock-up Period, 13% of the Company’s outstanding share capital on a Fully-Diluted (by Treasury Method) at an aggregate price to the public of at least US$3,000,000basis).

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offeringdate hereof, receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) of the Registrable Securities then 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 ShareholdersSecurities, 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 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 (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 2.42.3, 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 three hundred and sixty-fifth (365th) day after the date hereof. If requested by such Holders, upon the advice of Section 2.4(a)the underwriters, or (ii) if any, engaged by such Holders, the Holders do not propose to sell Company shall register such Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000on Form S-1 or any successor registration form.

Request by Holders. If the Company shallCompany, at any time after the earlier of (i) February 27the fourth (4th) anniversary of the Series F Original Issue Date (as defined in the Memorandum and Articles), 2010 and or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offeringthe initial public offering of the Company, receive receives a written request, request from either (A) the Holders of at least twenty-five thirty percent (2530%) of the Registrable Securities then 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, outstanding that the Company file a registration statement under the Securities Act covering the registration of a minimum of 20% of the Registrable Securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000) 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 (the “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 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). For purpose of this Agreement, or (ii) if “Business Day” means any day on which banks are open for business in the Holders do not propose to sell Registrable Securities Cayman Islands, Hong Kong and such other securities (if any) at an aggregate price to the public of at least US$3,000,000PRC.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) February 27the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the Securities Act or, 2010 and (ii) May 5, 2000 (provided such date is not within six (6) months following after the taking effect effective date of a registration statement for a Qualified Public Offeringthe Company's initial public offering), receive a written request, request from either (A) the Holders of at least twenty-five forty percent (2540%) of the Registrable Securities then 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, outstanding that the Company file a registration statement under the Securities Act covering the registration of 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”"REQUEST NOTICE") to all Holders, and use its best efforts to effect, as soon as practicablepracticable and in any event within sixty (60) days of the receipt of such request, 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 that the Company shall not Registrable Securities requested by all Holders to be obligated registered pursuant to effect any such registration if request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding, (ii) in the Company has, within the six (6) month period preceding the date case of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which request by the Holders had an opportunity to participate pursuant to the provisions of Section 2.4Series B Stock or Series C Stock, other than a registration from which the be at least twenty percent (20%) of all Registrable Securities issued or issuable upon conversion of the Holders have been excluded (with respect to all Series B Stock or any portion of Series C Stock, as the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a)case may be, or (iiiii) if the Holders do have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000less than $5,000,000.

Request by Holders. If the Company shall, shall receive at any time after the earlier of (i) February 27, 2010 and three (3) years from the date of this Agreement or (ii) six (6) months following after the taking effect effective date of a the first registration statement for a Qualified Public Offeringpublic offering of securities of the Company (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, request from either (A) the Holders of at least twenty-five percent (25%) 50% of the Registrable Securities then held by Investor Shareholders holding Series A Preferred Shares on the date hereof and then held by Affiliates of such Investor Shareholders or outstanding (B“Initiating Holders”) 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 fifty percent (50%) 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 (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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,0002.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27December 31, 2010 and 2019 or (ii) six (6) months following the taking effect closing of a registration statement for a Qualified Public Offering, receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) of the Registrable Securities then 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 with respect to Registrable Securities pursuant to this Section 2.3held by such Holders, which Registrable Securities shall constitute at least 10% of the Registrable Securities then 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), or (ii) if the Holders do such registration would not propose be expected to sell Registrable Securities and such other securities (if any) at have a an aggregate offering price to the public of at least US$3,000,000500,000,000, or (iii) the Company has already effected two (2) registrations pursuant this Section 2.2. For purposes of this Agreement, reference to registration of securities under the Securities Act and 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 (i1) February 27, 2010 and two (2) years after the date of the Shareholders Agreement or (ii) six (6) months following the taking effect of a registration statement for a Qualified Public OfferingIPO, receive a written requestrequest from Series B Holders of at least 50% of the Series B Shares then outstanding, from either (A) or the Holders of at least twenty-five percent (25%) 50% of the Registrable Securities then 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 Shareholdersoutstanding, that the Company file a registration statement under the Securities Act covering the registration of 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 (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 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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000this Appendix.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering, receive a written request, request from either (A) the Holders holders of at least twenty-five twenty percent (2520%) of the Registrable Securities then 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, outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities (or any lesser percentage if the anticipated gross receipts from the offering exceed US$20,000,000), 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), or (ii) if the Company delivers notice to the Holders do not propose within thirty (30) days of the Request Notice of its intent to sell Registrable Securities and file an registration statement for such other securities initial public offering within ninety (if any90) at an aggregate price to the public of at least US$3,000,000.days. (b)

Request by Holders. If the Company Tality shall, at any time after the earlier expiration of the 180-day "lock-up" period pursuant to the Underwriting Agreement (i) February 27, 2010 and (ii) six (6) months following the taking effect of a registration statement for a Qualified Public Offering"LOCK-UP EXPIRATION DATE"), receive a written requestrequest from Cadence, from either Holdings or any subsequent Holder of LP Units originally issued to Cadence, Holdings or any other member of the Cadence Group (Aor any Registrable Securities issued in exchange therefor) the Holders of holding at least twenty-five ten percent (2510%) of the Registrable Securities then held by Investor Shareholders holding Series A Preferred Shares on the date hereof and then held by Affiliates aggregate outstanding number 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, 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 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 (i) 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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and (ii) six (6) months following the taking effect of a registration statement for a Qualified Public OfferingClosing, receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) of the Registrable Securities then held by Investor Shareholders holding Series A Preferred Purchased 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%) issued as 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 ShareholdersClosing, 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 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 (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 2.47(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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000.the

Request by Holders. If the Company shallIf, at any time after the earlier of (i) February 27, 2010 and (ii) six (6) months following the taking effect first anniversary of the Closing Date, as defined in the Asset Purchase Agreement, during which the Company is not eligible to file a registration statement for a Qualified Public Offeringon Form S-3, receive the Company receives a written request, request from either (A) the Holders of at least with respect to not less than twenty-five percent (25%) of the Registrable Securities then held by Investor Shareholders holding Series A Preferred Acquired 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%) issued as 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, 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 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 (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 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) pursuant ; provided, further, that the Company shall have no obligation to the provisions of file any registration statement contemplated by this Section 2.4(a), or (ii1(b) if the Holders do not propose to sell expected gross proceeds of the sale of Registrable Securities and under such other securities 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 (if any) at an aggregate price to $3,000,000). If requested by such Holders, the public of at least US$3,000,000Company shall register such Registrable Securities on Form S-1 or any successor registration form.

Request by Holders. If the Company shall, shall at any time after the earlier of (i) February 27, 2010 the third (3rd) anniversary of the Closing (as defined in the Share Subscription Agreement) of the Share Subscription Agreement and (ii) the expiry of six (6) months following the taking effect of a registration statement for after a Qualified Public Offering, IPO receive a written request, request from either (A) the Holders of at least twenty-five percent (25%) 15% of the Registrable Securities then 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 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$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 (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 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), or (ii) if the Holders do not propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of at least US$3,000,000.

Request by Holders. If the Company shall, at any time after the earlier of (i) February 27, 2010 and five (5) years after the Closing or (ii) six one (61) months year following the taking effect of a registration statement for a Qualified Initial Public Offering, receive a written request, request from either (A) the Holders of at least twenty-five fifty percent (2550%) of the Registrable Securities then 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, outstanding that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) (or any lesser percentage if the anticipated gross proceeds to the Company from such proposed offering would exceed US$5,000,000) of the Registrable Securities 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 to effect no more than two (2) Registrations pursuant to this Section 2.3. For purposes of this Agreement, or (ii) if reference to registration of securities under the Holders do not propose Securities Act and the Exchange Act shall be deemed to sell Registrable Securities 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 other securities (if any) at an aggregate price case all references in this Agreement to the public 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 least US$3,000,000that time eligible to use Form F-3.