Common use of Request for Registration Clause in Contracts

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case If the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give given written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registrationregistration after January 1, qualification or compliance 2000 (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within twenty fifteen (2015) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.15: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4B) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), Section 5(a) and such registrations have been declared or ordered effective, or withdrawn at the request of the majority of the Initiating Holders, and the sales of such Registrable Securities have closed; or (5C) If Within one hundred eighty (180) days of the Initiating Holders may dispose effective date of shares of Registrable Securities pursuant to a any other registration statement on Form F-3 S-1. Subject to the foregoing clauses (A), (B) and (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not more than once during any twelve month period) for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to a the request made under of the Initiating Holders, may, subject to the provisions of Section 9.3 hereof5(b) below, include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration, but the Company shall have no right to include any of its securities in any such registration except as provided in Section 5(b) below.

Request for Registration. In case At any time on or after the date hereof, the Holders of thirty five percent (35%) or more of the Registrable Securities, at such time, may make a written request to the Company for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”); provided, that if either (i) a Shelf Registration Statement is on file and effective with respect to the Common Stock or (ii) such a Demand Registration would not reasonably be expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or Underwriter’s commission), then the Company shall receive from Initiating Holders have no obligation to effect a written request that Demand Registration for the Common Stock. The Company effect any registration, qualification or compliance shall prepare and file a registration statement on an appropriate form with respect to any Demand Registration (the “Demand Registration Statement”) and shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof and the Company shall use its commercially reasonable efforts to keep such Demand Registration Statement effective for a period ending when all shares of Common Stock covered by the Demand Registration Statement are no longer Registrable Securities or the date as of which each of the Holders is permitted to sell its Registrable Securities without Registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder. The number of Demand Registrations which may be made pursuant to this Section 2.2(a) shall be limited to one (1) per six (6)-month period. Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall have the opportunity to register such number of shares of Common Stock as it may elect on the Demand Registration Statement and as part of the same underwritten offering in connection with a Demand Registration (a “Company Piggy-Back Registration”). Unless the Holders of a majority of the Registrable Securities participating in such Demand Registration consent in writing, no party, other than the Company, shall be permitted to offer securities in connection with any such Demand Registration. Each of the Holders that has requested its Registrable Securities be included in a Demand Registration pursuant to this Section 2.2(a) may withdraw all or any portion of its Registrable Securities from a part Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from a Holder, with respect to a sufficient number of Registrable Securities to reduce the aggregate holdings under the applicable Demand Registration below thirty five percent (35%) of the Registrable Securities, the aggregate proceeds Company shall cease all efforts to secure effectiveness of whichthe applicable Demand Registration Statement. In addition, net if the Company receives a Demand Registration and the Company is then in the process of underwriting discounts and selling commissions, equal or exceed US$5,000,000engaging in a Company Public Sale, the Company will: (i) promptly give written notice of shall inform the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering intention to engage in a Company Public Sale and may require the Holders to withdraw such request for registration for a period of its equity securities; (3) During up to 120 days so that the period starting with Company may complete the date sixty (60) days prior Company Public Sale. In the event that the Company ceases to pursue such Company Public Sale, it shall promptly inform the Company’s estimated date of filing ofHolders, and ending on the date six (6) months immediately following Holders shall be permitted to submit a new request for registration. For the effective date ofavoidance of doubt, any registration statement pertaining to securities of in the event that such Holders have requested a Demand Registration at a time when the Company (1) was required to file a Shelf Registration Statement pursuant to Section 2.1 and has failed to file such Shelf Registration Statement or (2) filed a Shelf Registration Statement but failed to maintain the effectiveness of a Shelf Registration Statement pursuant to Section 2.1, then the exercise of such Demand Registration shall not be deemed a waiver of any other than a registration of securities remedies such Holders may have, at law or in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or equity, with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofCommon Stock.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.16.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, effective and that the Company shall not utilize this right more than once Company's estimate of the date of filing such registration statement is made in any twenty-four (24) month periodgood faith; (43) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a6.5(a), and each such registrations have registration has been declared or ordered effectiveeffective and the securities offered pursuant to each such registration have been sold; or (54) If the Initiating Company shall furnish to such Holders may dispose a certificate, signed by the President of shares the Company, stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.5 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders; provided, however, that the Company may not use this right more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (4), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.5: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securitiesClosing Date; (3C) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4D) Unless the aggregate number of shares of Registrable Securities sought to be registered by all Initiating Holders and other Holders pursuant to this Section 1.5 is greater than one (1) million shares; (E) After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 9.1(a1.5(a), and such registrations have registration has been declared or ordered effective; or (5F) If the Initiating Company shall furnish to such Holders may dispose a certificate signed by the President of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed 120 days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders, but in any event within 120 days of such request.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part Registrable Securities with an anticipated aggregate offering price before deduction of the Registrable Securities, the aggregate proceeds of which, net of standard underwriting discounts and selling commissions, equal or exceed US$in excess of Five Million Dollars ($5,000,000), the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrationregistrations, qualification or compliance qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s or Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, howeverprovided, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1subsection 1.2: (1A) In at any time prior to six (6) months following the Merger Closing Date; (B) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;Act; or (2C) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), subsection 1.2(a) and such registrations have been declared or ordered effective; or . Subject to the foregoing clauses (5A) If through (C), the Initiating Holders may dispose of shares of Registrable Securities pursuant to Company shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Initiating Holders a request made under certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) day period within which to file such registration statement; provided, that the Company may not use this right more than once in any twelve (12) month period. The Company shall use its best efforts to cause such registration statement to remain effective for at least one hundred twenty (120) days, or until the distribution described in the registration statement has been completed, whichever occurs first. In the event the Company does not perform its obligations set forth in the preceding sentence, then such registration shall not be deemed effected for the purposes of the limitations set forth in Section 9.3 hereof1.2(a)(ii)(C).

Request for Registration. In case If the Company shall receive from the Initiating Holders a written request with respect to the Registrable Securities held by such Initiating Holders that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000compliance, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicablepracticable thereafter, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after the deemed receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to the earlier of (A) six (6) months after following the effective date of the Company’s first registered public offering of its equity securitiesthe Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act (the "IPO") or (B) three (3) years following the closing of the sale and issuance of the Series B-1 Preferred Stock pursuant to the Series B-1 Purchase Agreement; (3) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the later of (A) six months from the date sixty (60) days prior to the Company's estimated date of filing of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the registration statement has not become effective during such time period or (B) the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided in the case of clauses (A) or (B) that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, effective and that the Company shall not utilize this right more than once Company's estimate of the date of filing such registration statement is made in any twenty-four (24) month periodgood faith; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a1.5(a), and such registrations have having been declared or ordered effectiveeffective and the securities offered pursuant to such registrations having been sold; or (5) If the Initiating Company shall furnish to such Holders may dispose a certificate, signed by the President or Chief Executive Officer of shares the Company, stating that in the good faith judgment of Registrable Securities pursuant the board of directors of the Company (the "Board of Directors") it would be seriously detrimental to the Company or its stockholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one-hundred and twenty (120) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request made under Section 9.3 hereofor requests of the Initiating Holders.

Request for Registration. In case (a) If, at any time after the Registration Withdrawal Date, the Company shall is not eligible to effect a registration on Form S-3 and the Company shall, during such period that it is not so eligible, receive from Initiating Holders a written request from the Holders that the Company effect any registration, qualification or compliance with respect to file a registration statement under the Securities Act covering the registration of all or a part portion of the Registrable SecuritiesSecurities then outstanding, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, then the Company willshall: (i) promptly within five days of the receipt thereof, give written notice of the proposed registration, and any related blue sky or similar qualification or compliance compliance, to all other Holders; and (ii) cause, as soon as reasonably practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified to be registered for offering and sale and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any Holder or other Holders joining in such request as are specified in a written request received by the Company given within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance compliance, pursuant to this Section 9.1section 2.4: (1A) In if the Holders propose to sell Registrable Securities at an aggregate price to the public of less than $1,000,000; (B) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations for the Holders pursuant to section 2.3 or this section 2.4; and (C) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless compliance. (b) If the Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company is already subject as a part of their request made pursuant to service section 2.4(a) and the Company shall include such information in such jurisdiction and except the written notice referred to in section 2.4(a). The underwriter will be selected by a majority in interest (as may be required determined by the number of Registrable Securities Act or other applicable securities laws; (2held) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration shall be conditioned upon such Holder’s estimated date participation in such underwriting and the inclusion of filing ofsuch Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in section 2.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this section 2.4, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and ending on the date six number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (6as nearly as practicable) months immediately following to the effective date of, any registration statement pertaining to securities amount of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Registrable Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveowned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this section 2.4, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety days after receipt of the request of the Initiating Holders; provided that the Company may not utilize this right, together with its right under section 2.3(b)(iii) more than once in any twenty-four (24) twelve month period; (4) After ; provided further, that the Company has effected two (2) shall not register shares for its own account during such registrations pursuant ninety day period unless the Holder can exercise its right to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If request the Initiating Holders may dispose of shares registration of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofsection 2.2.

Request for Registration. In case (a) If the Company shall receive receives from Initiating a Holder or Holders a written request that the Company effect any registration, qualification or compliance a registration with respect to all shares of Registrable Securities held by such Holder or a part of Holders having an aggregate price to the Registrable Securities, the aggregate proceeds of which, public (net of underwriting underwriters' discounts and selling commissions, equal ) of at least $500,000 or exceed US$5,000,000with respect to at least 300,000 Shares, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, appropriate qualification under applicable state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder, of all or such portion of such the Registrable Securities as are specified in such request. (b) Notwithstanding Section 2(a), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 9.12: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3i) During the period starting with the date sixty ninety (6090) days prior to the Company’s 's estimated date of filing of, and ending on the date six sixty (660) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided provided, that the Company gives notice of its intention to file such registration statement to the Holder or Holders within thirty (30) days of its request for registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; however, the Company may not delay a requested registration under this paragraph if the Company's registration statement will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (ii) After the Company has effected two registrations pursuant to this Section 2; provided that any registration request that (A) is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such two registration limit; (iii) If the Holder requesting registration is able to sell all of such Holder's shares requested to be registered under Rule 144(k) of the Securities and Exchange Commission adopted under the Securities Act; or (iv) If the Company shall furnish to the Holder or Holders requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the initiating Holders; provided, however, that the Company shall may not utilize this right more than once in any twenty12-four (24) month period;. (4c) After If the Company has effected two (2) such registrations registration pursuant to this subparagraph 9.1(a)Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Holder and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose number of shares of Registrable Securities pursuant that may be included in the registration and underwriting shall be limited to a registration statement such amount; provided, however, that in the event of such limitation on Form F-3 pursuant the number of shares to a request made under Section 9.3 hereofbe underwritten, no securities to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Holder to be included in such underwriting are so included.

Request for Registration. In case If the Company shall receive ------------------------ from the Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the Securities with an anticipated aggregate proceeds of which, net offering price before deduction of underwriting discounts and selling commissions, equal or exceed US$in excess of $5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrationregistrations, qualification or compliance qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1subsection 1.2: (1A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;Act; or (2B) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), subsection 1.2(a) and such registrations have been declared or ordered effective; or . Subject to the foregoing clauses (5A) If and (B), the Initiating Holders may dispose of shares of Registrable Securities pursuant to Company shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such holders a request made under Section 9.3 hereofcertificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than ninety (90) days after the expiration of the initial ninety (90) day period within which to file such registration statement.

Request for Registration. In case the Company shall receive from Initiating Holders a written request signed by such Initiating Holders that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, Securities (such request shall state the number of shares of Registrable Securities to be disposed of) with an expected aggregate proceeds offering price to the public of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000at least $50,000,000, the Company will: : (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and , (ii2) as soon as practicable, file and use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky and other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable governmental requirements or regulationsthe Securities Act) as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating HoldersCompany is mailed or delivered; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1:2.2(a): (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2ii) Prior to six the earlier of (6x) months one hundred eight (180) days after the effective date of the Company’s first registered public offering of its equity securitiessecurities or (y) three years after the date of the sale of Series D-1 Preferred Stock under the Second Series D-1 Purchase Agreement; (3iii) During the period starting with the date sixty Company’s delivery of notice to the holders of the Registrable Securities within thirty (6030) days of any registration request of its intent to file a registration statement for such initial public offering within ninety (90) days, prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company subject to Section 2.3 below (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or transaction, with respect to an employee benefit planplan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) After the Company has effected two (2) registrations pursuant to this Section 2.2(a), which registrations have been declared or ordered effective; (v) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not utilize this exercise such right more than once in any twentytwelve-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part shares of Registrable Securities with an expected aggregate offering price to the Registrable Securities, the aggregate proceeds public of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000at least $25,000,000, the Company will: will (i1) promptly within ten days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and Holders and (ii2) as soon as practicable, use its commercially reasonable best efforts to effect as soon as practicable (but in any event within 120 days after receipt of the request of the Initiating Holders) such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 20 days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1:2.2(a): (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2ii) Prior to the earlier of three (3) years following the date of this Agreement or six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3iii) During the period starting with the date sixty (60) 60 days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or transaction, with respect to an employee benefit planplan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveeffective and the Company delivers notice of such intent to the Initiating Holders within 15 days of the registration request; (iv) After the Company has effected two registrations pursuant to this Section 2.2(a), which registrations have been declared or ordered effective and the securities offered pursuant to such registrations have been sold; or (v) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not utilize this exercise such right more than once in any twentytwelve-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case If the Company shall receive from Initiating Holders at any time not earlier than the first to occur of (i) one hundred eighty (180) days following the Company’s initial public offering and (ii) July 31, 2016, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part such number of the Registrable Securities, the shares having an aggregate proceeds offering price of which, net of underwriting discounts and selling commissions, equal or exceed US$at least $5,000,000, the Company will: (i) promptly within thirty (30) days of the receipt of such written request give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable governmental requirements or regulationsthe Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the CompanyCompany is mailed or delivered. Notwithstanding anything to the contrary contained herein, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to use all best efforts be underwritten, the Company shall be entitled, at its election, to cause join in any such registration statement with respect to become effective within one hundred twenty (120) days of the initial request securities to be offered by the Initiating Holders; Provided, however, that the it or any other party. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.11.2: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4B) After the Company has effected initiated two (2) such registrations pursuant to this subparagraph 9.1(a), and such Section 1.2(a) (counting for these purposes only registrations which have been declared or ordered effectiveeffective and pursuant to which securities have been sold and registrations which have been withdrawn by the Holders as to which the Holders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (C) During the period starting with the date of filing, and ending on a date one hundred eighty (180) days after the effective date of, the Company’s initial public offering; (D) If, within thirty (30) days of receipt of any registration request, the Company furnishes to the Holders a notice of the Company’s intent to file such a registration statement for a Qualified Public Offering within ninety (90) days of such notice; or (5E) If the Initiating Holders may propose to dispose of shares of Registrable Securities pursuant to a registration statement which may be immediately registered on Form F-3 S-3 pursuant to a request made under Section 9.3 1.5 hereof.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any a Form S-1 registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification qualification, or compliance to all other Holders; and (ii) as soon as practicable, but in no event less than ninety (90) days after the request, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from delivered to the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.11.3: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2A) Prior to the earlier of: (i) three (3) years following the date of this Agreement, and (ii) six (6) months after following the effective date of the Company’s first registered public offering of its equity securitiesIPO; (3B) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) During the period starting with the date sixty thirty (6030) days prior to the Company’s estimated date of filing of, and ending on the a date six ninety (690) months immediately following days after the effective date of, any a registration statement pertaining to securities of initiated by the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), ; provided that the Company is actively employing in good faith all reasonable efforts to cause such Company-initiated registration statement to become effective; provided, however, effective and that the Company shall not utilize this right more than once Company’s estimate of the date of filing such registration statement is made in any twenty-four (24) month period; (4) After good faith in a certificate signed by the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effectivePresident of the Company; or (5D) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use best efforts to register, qualify or comply under this Section 1.3 shall be deferred for a period not to exceed sixty (60) days from the delivery of the written request from the Initiating Holders; (E) If the Initiating Holders may dispose do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of shares of Registrable Securities pursuant the Company, which consent will not be unreasonably withheld). Subject to the foregoing clauses (A) through (E), the Company shall use its best efforts to file a registration statement on Form F-3 covering the Registrable Securities so requested to be registered as soon as practicable but in no event less than ninety (90) days after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to a the request made under of the Initiating Holders may, subject to the provisions of Section 9.3 hereof1.3(c), include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. In case (a) If, at any time after the first anniversary of the date of this Agreement, the Company shall receive from Initiating Holders a written request (specifying that it is being made pursuant to this Section 2) from the Holders that the Company effect any registrationfile a registration statement or similar document under the Act covering Registrable Securities held by such Holders (a "Registration Statement"), qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, then the Company will: (i) shall promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to file a Registration Statement and to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws registration of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may all Registrable Securities that Holders have requested be so requested registered to be registered under the Act. The Company shall be obligated to effect only two registrations pursuant to this Agreement, and as shall not be obligated to effect a registration to the extent that the Holders may sell all their Registrable Securities without being subject to a holding period or volume limitations and without such Holders being required to deliver a prospectus in connection therewith under the Act. (b) Notwithstanding the foregoing, in the event that prior to the first anniversary of the date hereof TCI is required to dispose of Registrable Securities in order to decrease the ownership interests attributed to TCI and its affiliates so that TCI and its affiliates would permit or facilitate not be deemed to have an "attributable interest" in the sale Company under the horizontal attribution rules of the Federal Communications Commission, TCI may request the Company to file a Registration Statement prior to the first anniversary of the date of this Agreement without such registration counting towards the two demand registrations permitted pursuant to Section 2(a) above, and distribution of all or such portion the Company shall promptly use its best efforts to do so and to effect the registration of such Registrable Securities as are specified in such requestunder the Act; provided, together with all or such portion of however, that to the Registrable Securities of extent any Holder or Holders joining in such request as are specified in a written request received by pursuant to this Section 2(b) is delivered to the Company within twenty 45 days prior to the first anniversary of this Agreement, such request shall be deemed to count as one of the two demand registrations granted pursuant to Section 2(a). (20c) days after receipt of such written notice from the Company, and The Company shall cause Registration Statements filed in connection with a demand under Sections 2(a) or (b) to use all best efforts to cause such registration statement to become be effective within continuously for one hundred twenty (120) days from the date of initial effectiveness of the initial request Registration Statement (provided that such period shall be extended by the Initiating Holders; Providedlength of time during which TCI is blocked from selling the Registrable Securities pursuant to Sections 2(d) and 8 of this Agreement), howeveror until the earliest date upon which all Registrable Securities held by Holders either (i) have been sold by them or (ii) may be sold by them without being subject to a holding period or volume limitations and without such Holders being required to deliver a prospectus in connection therewith under the Act. (d) Notwithstanding the foregoing, that the Company may request the Holders not to (and upon such request the Holders hereby agree not to) make any sales pursuant to an effective Registration Statement for up to two periods of thirty (30) days, as the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan)specify, provided that the Company is actively employing shall furnish to each such Holder a certificate signed by the President, the Chief Executive Officer or a Vice President of the Company stating that, in the good faith all reasonable efforts to cause judgment of the Company, such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.offering would materially interfere

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance a registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly within ten (10) days give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, subject to the limitations set below, use its best efforts to effect all such registration, qualification or compliance registrations (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.1:subsection 1.2(a): (1A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securitiesCompany has effected one (1) such registrations pursuant to this subsection 1.2(a) and such registrations have been declared or ordered effective; (3C) During during the period starting with within the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the a date six ninety (690) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5D) If if the Initiating Holders may propose to dispose of shares of Registrable Securities pursuant to a registration statement which may be immediately registered on Form F-3 S-3 pursuant to a request made under Section 9.3 1.4 hereof. Subject to the foregoing clauses (A) through (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Company's board of directors (the "Board of Directors"), it would be detrimental to the Company and its stockholders for such registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after the furnishing of such a certificate of deferral; and provided, further, however, that the Board of Directors shall not exercise such right to defer a filing more than once in any period of twelve (12) consecutive months.

Request for Registration. In case If the Company shall receive from Initiating Holders at any time or times not earlier than the earlier of (i) January 1, 1998 or (ii) six (6) months after the effective date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, a written request specifying that it is made pursuant to this Section 1.2 that the Company effect any registration, qualification or compliance a registration with respect to all or a part of the Registrable Securities, the Securities having a reasonably anticipated aggregate proceeds of whichoffering price, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000that exceeds $12,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsthe Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company is effective. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.11.2: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;Act; or (2B) Prior After the Company has effected two such registrations pursuant to six (6this Section 1.2(a) months after the effective date of the Company’s first registered public offering of its equity securities;and such registrations have been declared or ordered effective; or (3C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, of and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect pursuant to an employee benefit plan), Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5D) If the Initiating Holders may propose to dispose of shares of Registrable Securities pursuant to a registration statement that may be immediately registered on Form F-3 S-3 pursuant to a request made under Section 9.3 1.5 hereof.

Request for Registration. In case the Company shall receive from Preferred Initiating Holders Holders, GE Capital or Shamrock (each herein “Initiating Holders”) a written request that the Company effect any registration, qualification or compliance with respect to all (1) in the case of a request from Preferred Initiating Holders, not less than 33% of the aggregate Registrable Securities then outstanding (or a part lesser number if the anticipated aggregate offering price of the Registrable Securities, the aggregate proceeds of which, net Securities proposed to be issued (before deduction of underwriting discounts and selling commissions, equal expenses of sale) would exceed $10,000,000) or (2) in the case of a request from GE Capital or Shamrock not less than 10% of the aggregate Series E Registrable Securities then outstanding (or a lesser number if the anticipated aggregate offering price of the Registrable Securities proposed to be issued (before deduction of underwriting discounts and expenses of sale) would exceed US$$5,000,000, ) the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all Holders and other Holdersholders of registration rights; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request Holders, or other securities of any holder or holders entitled to registration rights, as are specified in a written request received by the Company within twenty fifteen (2015) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1:2.1(a): (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior to the earlier of (i) August 14, 2002 and (ii) six (6) months after the effective date closing of the Company’s first registered initial firm commitment public offering of its equity securitiesoffering; (3C) During If the period starting Company, within fifteen (15) days of a request from Initiating Holders, gives notice of its intention to file a registration statement with the date Commission within sixty (60) days prior to of the Company’s estimated date of filing ofsuch notice, during the period commencing on the date such notice is given and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that (i) the Company continues in good faith to proceed toward filing the registration statement and in any event so files it within ninety (90) days following advice to the Initiating Holders of the Company’s intent to make such filing, (ii) the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that (iii) the period referred to herein during which the Company shall may defer a registration requested hereunder may not utilize exceed eight (8) months, and (iv) in the event the Company defers a registration requested hereunder pursuant to this right more than once in paragraph (C), for a period of time (the “Deferral Period”), the Company may not again invoke the provisions of this paragraph (C) at any twenty-four time prior to six (246) month periodmonths following termination of such Deferral Period; (4D) After With respect to requests from Preferred Initiating Holders, after the Company has effected two at the request of Preferred Initiating Holders three (23) such registrations pursuant to this subparagraph 9.1(aSection 2.1(a), and such registrations have been declared or ordered effective; (E) With respect to requests from Shamrock, the Company has effected at the request of Shamrock two (2) such registrations pursuant to this Section 2.1(a), and such registrations have been declared or ordered effective; (F) With respect to requests from GE Capital, the Company has effected at the request of GE Capital one (1) registration pursuant to this Section 2.1(a) and such registration has been declared or ordered effective; or, (5G) If the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.1 may dispose be deferred, but not more than twice in any twelve-month period, for a period not to exceed sixty (60) days per deferral. Subject to the foregoing paragraphs (A) through (G), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of shares the request or requests for registration by the Initiating Holders. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of Section 2.1(a)(ii)(D), (E) and (F) (as applicable), (1) if the registration statement does not remain effective until such time as all of the Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration unless such Registrable Securities are not disposed of by reason of some act or omission by the Holders of Registrable Securities covered by such Registration Statement, (2) if, after it has become effective, but before all of the Registrable Securities included in such registration have been sold, such registration is subject to any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court that permanently prevents the sale of the Registrable Securities that were to have been registered for any reason not attributable to the actions or omissions of the holders of such Registrable Securities or (3) if the conditions to closing specified in a purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied and no such closing occurs, other than by reason of some act or omission by the holders of Registrable Securities covered by such registration statement. A registration requested pursuant to a this Section 2.1 shall not be deemed to have been effected for purposes of Section 2.1(a)(ii)(E) and (F) (as applicable) if more than fifty percent (50%) of the Registrable Securities initially requested by Shamrock or GE Capital, as the case may be, for inclusion in such registration statement on Form F-3 are excluded by the managing underwriter pursuant to a request made under Section 9.3 2.1(b) hereof.

Request for Registration. In case If the Company shall receive from Initiating Holders at any time or times not earlier than April 30, 2002, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly promptly, and in any event no later than ten (10) days of the receipt of such written request; give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable governmental requirements or regulationsthe Securities Act) as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company is mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.11.3: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (B) After the Company has initiated two (2) Prior such registrations pursuant to six this Section 1.3(a) (6) months after counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the effective date of Holders as to which the Company’s first registered public offering of its equity securitiesHolders have not elected to bear the Registration Expenses pursuant to Section 1.5 hereof and would, absent such election, have been required to bear such expenses); (3C) During the period starting with the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5D) If the Initiating Holders may propose to dispose of shares of Registrable Securities pursuant to a registration statement which may be immediately registered on Form F-3 S-3 pursuant to a request made under Section 9.3 1.6 hereof.

Request for Registration. In case Following the Company’s initial public offering, the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registrationbecome eligible to register offerings of securities on Commission Form S-3 or its successor form. After the Company has qualified for the use of Form S-3, qualification or compliance (including, without limitation, appropriate qualification under securities laws Holders of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion at least 35% of the Registrable Securities then outstanding shall have the right to request registration on Form S-3 (which request shall be in writing and shall state the number of shares of Registrable Securities to be registered and the intended method of disposition of shares by such Holders); provided that no more than two such registrations must be effected during any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the twelve-month period. The Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1:2.4(a): (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject Holders requesting registration propose to service in such jurisdiction dispose of Registrable Securities having an anticipated aggregate price to the public (before deduction of underwriting discounts and except as may be required by the Securities Act or other applicable securities lawsexpenses of sale) of at least $500,000; (2ii) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During during the period starting with the date sixty (60) 60 days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) more than twice in any twelve-month period; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for registration statements to be filed in the near future, then the Company’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration by such Holder or Holders; provided, however, that the Company shall not utilize this exercise such right more than once in any twentytwelve-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part shares of Registrable Securities with an expected aggregate offering price to the Registrable Securities, the aggregate proceeds public of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000at least $10,000,000, the Company will: will (i1) promptly within ten days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and Holders and (ii2) as soon as practicablepracticable (but within 120 days after receipt of the request of the Initiating Holders), use its commercially reasonable best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 20 days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1:2.2(a): (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2ii) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3iii) During the period starting with the date sixty (60) 60 days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or transaction, with respect to an employee benefit planplan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) After the Company has effected two registrations pursuant to this Section 2.2(a), which registrations have been declared or ordered effective; (v) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed 120 days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not utilize this exercise such right more than once in any twentytwelve-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case the Company shall receive from ------------------------ Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part (1) at least twenty five percent (25%) of the issued and outstanding Registrable Securities, the Securities or (2) not less than that number of shares of Registrable Securities which would result in an anticipated aggregate proceeds of whichoffering price, net of underwriting discounts and selling commissions, equal or exceed US$greater than five million dollars ($5,000,000), then, subject to the paragraph below, Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company. Notwithstanding the above, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.13.5: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior to the earlier of (i) December 1, 1999 or (ii) six (6) months after the effective date of the Company’s 's first registered public offering of its equity securitiesoffering; (3C) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4D) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(aSection 3.5(a), and such registrations have been declared or ordered effective; or; (5E) If the Initiating Company shall furnish to such Holders may dispose a certificate signed by the President of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Board it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 3.5 shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders; provided that the Company may not exercise this deferral -------- ---- right more than once per twelve (12) month period. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders, and in any case no later than 120 days.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification qualification, or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000compliance, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification qualification, or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestrequest (including, if applicable, a distribution of such Registrable Securities by way of dividend), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within twenty (20) days after receipt delivery of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 9.11.2: (1A) Prior to one hundred eighty (180) days following the effective date of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.2, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; provided, further, that the Company provides written notice to the Initiating Holders within thirty (30) days of any request for registration by the Initiating Holders of the Company’s intent to file a registration statement for a public offering within ninety (90) days after the date of such request and provided further, that such offering is an offering subject to Section 1.4 below; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;Act; or (2E) Prior If in the good faith judgment of the Board, such registration would be seriously detrimental to six (6) months after the effective date Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company’s first registered public offering , stating that in the good faith judgment of the Board it would be detrimental to the Company or its equity securities; (3) During stockholders for a registration statement to be filed in the period starting with the date sixty (60) days prior to near future, then the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining obligation to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all use its commercially reasonable efforts to cause such registration statement register, qualify, or comply under this Section 1.2 shall be deferred for a period not to become effectiveexceed ninety (90) days from the delivery of the written request from the Initiating Holders; provided, however, that the Company shall may not utilize this right more than once in any twenty-four twelve (2412) month period;. (4F) After Subject to the foregoing clauses (A) through (E), the Company has effected two (2) such registrations shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the request of the Initiating Holders may, subject to the provisions of Sections 1.2(c) and Section 1.12 hereof, include other securities of the Company with respect to which registration rights have been granted, and may dispose include securities being sold for the account of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofthe Company.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, and if the aggregate proceeds offering price of which, net of underwriting discounts and selling commissions, equal the Registrable Securities proposed to be registered equals or exceed US$5,000,000exceeds $8,000,000, the Company will: (i) promptly (in no case longer than ten (10) days after the request) give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (includingas soon as practicable, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining request in such request as are specified in a written request writing received by the Company within twenty (20) days after receipt mailing of such written notice from the CompanyCompany in accordance with Section 7.5; provided, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, however that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.13.4: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior to six the earlier of (6i) months December 31, 2013 or (ii) one hundred eighty (180) days after the effective date of the Company’s first registered public offering of its equity securitiesQualified IPO; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4C) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), Section 3.4 and such registrations have registration has been declared or ordered effective; or; (5D) If the Company is eligible to use a Form S-3 and the Initiating Holders may dispose of shares of Registrable Securities pursuant to a request under Section 3.6 below; or (E) Within one hundred eighty days (180) days after the effective date of any registration pursuant to Section 3.5 or 3.6. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement on Form F-3 covering the Registrable Securities so requested pursuant to this Section 3.4(a); provided, however, that if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that the Board of Directors of the Company (the “Board of Directors”) has determined in its good faith judgment, that it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at such time, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request made under Section 9.3 hereofof the Initiating Holders (provided that such right shall not be used more than once in any twelve (12) month period).

Request for Registration. In case Any time following the Company’s IPO, if the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification registration on Form S-1 or compliance with respect to all any comparable or a part of successor form under the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000Securities Act, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within twenty (20) days after receipt delivery of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.11.3: (1A) In any particular jurisdiction in which After the Company would be required has effected two (2) such registrations pursuant to execute a general consent to service of process in effecting this Section 1.3, such registration, qualification registrations have been declared or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsordered effective; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under initiated by the Securities Act (“Rule 145”) or with respect to an employee benefit plan), Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveeffective and that the Company’s estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company; (C) In any particular jurisdiction in which the Company would be required to qualify to do business, execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act, or to submit to liabilities for state or local taxes; providedor (D) If in the good faith judgment of the Board, howeversuch registration would be materially detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use best efforts to register under this Section 1.3 shall be deferred for a period not to exceed one hundred twenty (120) days from the delivery of the written request from the Initiating Holders and not more than once per twelve (12) month period; or (E) If the Initiating Holders propose to dispose of Registrable Securities that may be registered in Form S-3 pursuant to Section 1.4 hereof. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders; provided that the Company shall not utilize this right be required to effect more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or Section 1.3 during any twelve (512) If month period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.3(c) and Section 1.2 hereof, include other securities of the Company with respect to which registration rights have been granted, and may dispose include securities being sold for the account of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofthe Company.

Request for Registration. In case If the Company shall receive from Initiating Holders Holders, at any time or times not earlier than three months and not later than nine months after the end of a fiscal year of the Company, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, shares of the aggregate proceeds Common Stock issuable upon exchange of which, net the Shares of underwriting discounts and selling commissions, equal any one or exceed US$5,000,000more of the Initiating Holders having a Market Value of not less than $2,000,000 on the business day preceding the date of such written request, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities shares of the Common Stock as are specified in such request, together with all or such portion of the Registrable Securities shares of common stock of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) days after receipt mailing of such written notice from by the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.13: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;rules or regulations thereunder; or (2B) Prior More than two times pursuant to six requests hereunder in any consecutive 12 month period; or (6C) months after the effective date Within 120 days of the Company’s first registered public offering effectiveness of its equity securities;a registration statement filed by the Company pursuant to which the Holders were entitled to register all or part of the shares of the Common Stock issuable upon exchange of their Shares; or (3D) During If the period starting with Company informs the date sixty (60) Initiating Holders that the Company intends to file a registration statement within 30 days prior of the written request from the Initiating Holders pursuant to which the Holders will have the right to register all or part of the shares of the Common Stock issuable upon exchange of their shares. Subject to the Company’s estimated date of filing offoregoing clauses (A), (B), (C) and ending on (D), the date six (6) months immediately following the effective date of, any Company shall file a registration statement pertaining covering shares of the Common Stock so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holder may, subject to the provisions of Section 3(b) below, include other securities of the Company which are being sold by the Company or which are held by officers or directors of the Company (other than a registration the Holders) or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause any such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofregistration.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance Registration with respect to all or a part of the Registrable SecuritiesSecurities from an Initiating Holder, at any time on or after the aggregate proceeds first anniversary of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000the date hereof, the Company will: (i1) promptly give written notice of the proposed registration, qualification or compliance Registration to all other Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) Registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 2(a)(i)(1) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect: (A) any such registration, qualification or compliance Registration pursuant to this Section 9.1: (12(a) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (B) any such Registration pursuant to this Section 2(a), if the Company has effected two (2) Prior such Registrations pursuant to six (6this Section 2(a) months after the effective date of the Company’s first registered public offering of its equity securitiesand such Registrations have been declared or ordered effective; (3C) During any such Registration pursuant to this Section 2(a) if the Registrable Securities requested by all Holders to be registered pursuant to any such request have an anticipated aggregate public offering price (before deduction of any Selling Expenses) of less than $5,000,000; (D) any such Registration pursuant to this Section 2(a) during the period starting with the date sixty (60) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities Securities of the Company (other than a registration of securities Securities in a transaction under Rule 145 promulgated transaction under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period, and the Company may only exercise this right once in any twelve (12) month period; or (E) any such Registration pursuant to this Section 2(a) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company’s obligation to use its reasonable best efforts to comply with this Section 2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Holders; provided, however, that the Company shall not utilize this exercise such right more than once in any twenty-four twelve (2412) month period; (4. The registration statement filed pursuant to the request of the Initiating Holder(s) After pursuant to Section 2(a)(i) may, subject to the provisions of Section 2(a)(ii) below, include other Securities of the Company has effected two which are held by Persons who, by virtue of agreements with the Company, are entitled to include their Securities in any such Registration (2) such registrations “Other Stockholders”). In the event any Holder requests a Registration pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5Section 2(a) If the Initiating Holders may dispose of shares in connection with a distribution of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofits partners or members, the Registration shall provide for the resale by such partners or members, if requested by such Holder.

Request for Registration. In case (a) If the Company shall receive from Initiating Holders a written request from either at least 50% of the Registrable Securities held by (i) the Management Stockholders or (ii) the Investor Stockholders that the Company file a registration statement under the Securities Act covering the registration of the requesting Management or Investor Stockholders' Registrable Securities, then the Company shall use commercially reasonable efforts to effect any registration, qualification or compliance with respect to as soon as practicable the registration under the Securities Act of all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Registrable Securities requested to be registered must have an anticipated aggregate offering price of $25,000,000 (prior to the deduction of underwriting discounts and commissions). (b) The Company shall not be is obligated to take any action to effect any such registration, qualification or compliance two registrations for the Management Stockholders and four registrations for the Investor Stockholders pursuant to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize be required to effect more than [two] registrations in any 12-month period. (c) Notwithstanding the foregoing, if the Company shall furnish, as applicable, to the Management Stockholders or the Investor Stockholders requesting a registration pursuant to Section 2 (a) within 30 days of receiving such request a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for up to two periods of not more than 45 days each after receipt of the request of the Management Stockholders or Investor Stockholders, as applicable; provided, however, that the Company may not use this right more than once (for a total of up to 90 days) in any twenty12-four (24) month period; (4) After ; provided, however, that the Company has effected two (2) such registrations shall promptly notify the Management Stockholders or Investor Stockholders, as applicable, requesting a registration pursuant to this subparagraph 9.1(a), and Section 2 of any decision by the Company to abandon or indefinitely delay such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofpublic offering.

Request for Registration. In case If the Company shall receive from Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 2(A)(1)(a) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.1:2(A): (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (ii) After the Company has effected two (2) Prior such registrations pursuant to six (6this Section 2(A) months after and such registrations have been declared or ordered effective and the effective date sales of the Company’s first registered public offering of its equity securitiessuch Registrable Securities shall have closed; (3iii) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000 (or $15,000,000 if such requested registration is the Initial Public Offering); (iv) During the period starting with the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to Warburg Pincus a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, however, that the Company shall not utilize this exercise such right more than once in any twenty-four twelve (2412)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) month period; below, include (4i) After other securities of the Company has effected two which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (2"Other Stockholders") such registrations and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5Section 2(A) If the Initiating Holders may dispose of shares in connection with a distribution of Registrable Securities pursuant to a its partners, the registration statement on Form F-3 pursuant shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to a request made under Section 9.3 hereofany transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. In case Subject to the conditions of this Section 2(a), if the Company shall receive from the Initiating Holders Holder, at any time on or after the second anniversary of the date hereof, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii2) subject to the limitations of this Section 2(a), as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 2(a)(i)(1) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.1:2(a): (1A) In any particular jurisdiction in which the Company would be required to qualify to do business or execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4B) After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 9.1(a), Section 2(a) and such registrations have registration has been declared or ordered effective; or; (5C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000; (D) if within thirty (30) days of receipt of a written request from the Initiating Holder pursuant to Section 2(a), the Company gives notice to the Holders of the Company's intention to file a registration statement for a public offering within sixty (60) days, other than pursuant to (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, including any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities (each a "Special Registration Statement"); (E) if the Initiating Holders may propose to dispose of shares of Registrable Securities pursuant to a registration statement that may be immediately registered on Form F-3 S-3 pursuant to a request made under pursuant to Section 9.3 hereof2(c) below; or (F) If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities requested pursuant to this Section 2(a) (a "Requested Registration") should not be made or continued because it would interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company may (x) postpone filing a registration statement relating to a Requested Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Request Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (so long as the Initiating Holders shall have the rights set forth in this Section 2(a) within ninety (90) days of any such event). The Company shall give written notice of its determination to postpone or withdraw a registration statement (provided that the Company shall not disclose any information that could be deemed material non-public information to any holder of Registrable Securities that are included in a registration statement that is subject to such postponement or withdrawal) and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. In addition, the Company shall not be required to effect any registration pursuant to Section 2(a), within ninety (90) days after the effective date of any other Registration Statement of the Company if the Registration Statement was not for the account of the Initiating Holders but the Initiating Holders had the opportunity to include at least two-thirds of the Registrable Securities they requested to include in such registration pursuant to Section 2(b). The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration ("Other Stockholders"). In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Agreement) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder's family member or trust for the benefit of an individual Holder, or (c) acquires at least five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations); or (d) is an entity affiliated by common control with such Holder; provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

Request for Registration. In case the Company shall receive from Initiating Holders on an aggregated basis, a written request that the Company effect any registration, qualification or compliance with respect to all or a part of Registrable Securities and the Registrable Securities, the anticipated aggregate proceeds of whichoffering price, net of underwriting discounts and selling commissions, equal or commissions would exceed US$5,000,000$7,500,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders, if any; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 20 days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.12.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six (6) 3 months after the effective date of the Company’s 's first registered public offering of its equity securitiesstock or the third anniversary of the date of the initial purchase of Series A Shares by the Investor, whichever is earlier; (3) During the period starting with the date sixty (60) 60 days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) 6 months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(aSection 2.5(a), and such registrations have been declared or ordered effectiveeffective (provided however that for any registration for which the holders of 50% or more of the Series A Shares have affirmatively refused to initiate as Initiating Holders, such registration shall not be counted against such two demand registrations with respect to the holders of the Series A Shares); or (5) If the Initiating Company shall furnish to such Holders may dispose a certificate signed by the President of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company or its members for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.5 shall be deferred for a period not to exceed 120 days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve month period. Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case 9.1.1.1. The Purchaser (herein referred to as the "Warrantholder") may, by Notice to the Company, make a request for registration under the Securities Act of all or part of its Registrable Securities (i.e., capital stock of the Company shall receive from Initiating Holders owned by the Warrantholder) (a written "Demand Registration") at any time after June 30, 1997. 9.1.1.2. As soon as practicable after receipt of a request that for a Demand Registration of the Company, the Company effect any registration, qualification or compliance will file a registration statement with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Demand Registration. The Company will: (i) promptly give written notice of the proposed registration, qualification or compliance agrees to all other Holders; and (ii) as soon as practicable, use its best efforts to effect cause the Demand Registration to be declared effective no later than 120 days after such registrationrequest and to keep such Demand Registration continuously effective for sixty (60) days. The Company further agrees, qualification if necessary, to supplement or compliance make amendments to the Demand Registration, if required by the registration form used by the Company for such Demand Registration, by the instructions applicable to each such registration form by the Securities Act, or by the Warrantholder. The Company agrees to furnish to the Warrantholder, copies of any such supplement or amendment prior to its being used and/or filed with the Commission. The Company will pay all Registration Expenses (includingas hereinafter defined) in connection with each Demand Registration, without limitationwhether or not it becomes effective. The Company will make available to the Warrantholder, appropriate qualification as soon as reasonably practicable, a statement of operations which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 9.1.1.3. In any registration under this Section 9.1.1, the Company shall give written notice thereof to the management stockholders of the Company (the "Management Stockholders") and upon the written request of any of them given within 15 days after the giving of such notice by the Company, the Company will notify the Warrantholder as to the number of the securities laws requested to be included in such registration statement, including securities for its own account, except as set forth below. 9.1.1.4. If any registration pursuant to this Section 9.1.1 shall be underwritten in whole or in part, the Company shall allow the securities requested for inclusion by the Warrantholder and/or the Management Stockholders to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, unless the managing underwriter for the distribution of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may the securities shall in its good faith judgment be so requested and as would permit or facilitate of the opinion that the sale and distribution of all or such portion of such Registrable Securities as are specified securities would adversely affect either the price or the marketing of the securities to be sold for the account of the Company. The Company will effect the registration of only that number of securities requested for inclusion by the Warrantholder and/or the Management Stockholders which the managing underwriter believes, in its good faith judgment, can be included in such requestregistration without such adverse effect. Any securities allowed to be included in the registration in excess of those to be sold by the Company shall be apportioned to the Warrantholder and the Management Stockholders pro rata among them according to the total number of shares sought to be registered. 9.1.1.5. In the event the Warrantholder, together with by Notice to the Company, makes a request for registration pursuant to this Section 9.1, the Company need not effect a Demand Registration in response to the Warrantholder's request if the Company can find a purchaser, upon terms and conditions acceptable to the Warrantholder, for all or such portion of the Registrable Securities held by the Warrantholder; provided that, if the purchase and sale of any Holder or Holders joining in such the Registrable Securities is not completely within sixty (60) days from the date the request as are specified in a written request for Demand Registration is received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action relieved of its obligation to effect any such registration, qualification or compliance pursuant to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofDemand Registration.

Request for Registration. In case the Company shall receive from Initiating Holders the Majority Holders, after the Expiration Date and at such time as no Registration Statement covering the Registrable Securities shall have been filed with the Commission or shall remain in effect, a written request (the "Demand") that the Company effect any registrationa registration under the Securities Act of Registrable Securities then outstanding, qualification or compliance with respect to all or a part market value of at least $500,000 (based on the Sale Price of the Registrable SecuritiesCommon Stock for the ten trading days prior to the date of the Demand), the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000in accordance with this SECTION 2.2, the Company will: (i) promptly promptly, and in no event more than twenty (20) days after receipt of such written request, give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request each as are specified in a written request (which request shall specify the number of Registrable Securities proposed to be included in such registration) received by the Company within twenty (20) 15 days after receipt of such written notice from the Company; PROVIDED, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, howeverHOWEVER, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1SECTION 2.2: (1A) In any particular jurisdiction in which After the Company would be required has effected two such registrations at the request of the Holders pursuant to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsthis SECTION 2.2(a) within any twelve (12) month period; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3B) During the any period starting with the date sixty (60) days prior to the in which any Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any -initiated registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 on Form S-4 or Form S-8 promulgated under the Securities Act (“Rule 145”) or with respect any successor forms thereto), pursuant to an employee benefit plan)which Securities of the Company are to be or were sold, has been filed and not withdrawn or has been declared effective within the prior 90 days, provided that the Company is actively employing in good faith all reasonable its best efforts to cause such other registration statement to become effective; effective (and provided, howeverfurther, that the Company shall cannot utilize pursuant to this right Section 2.2(a)(ii)(B) delay implementation of a demand for registration more than once in any twenty-four twelve (2412) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5C) If the Initiating Company shall furnish to such Holders may dispose a certificate signed by the Chief Executive Officer of shares the Company stating that in the good faith judgment of Registrable Securities the Board it would be materially detrimental to the Company or its stockholders for a Registration Statement to be effected at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this SECTION 2.2 shall be deferred once (with respect to any demand for registration hereunder) for a period not to exceed ninety (90) days from the date of receipt of written request from the Majority Holders, provided that the Company cannot pursuant to this Section 2.2(a)(ii)(C) delay implementation of a demand for registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofmore than once in any twelve (12) month period.

Request for Registration. In case If at any time the Company shall receive from any Holder or group of Holders holding at least a majority in interest of the Registrable Securities (the “Initiating Holders Holders”) a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) days after receipt of such written notice from the Company, subject to the terms and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days conditions of the initial request by the Initiating Holdersthis Section 2; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.12: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six one hundred and eighty (6180) months days immediately following the effective date of, any Company-initiated registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4C) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(aSection 2; provided, however, if the number of shares to be offered by the Holders in any such registration are reduced upon the advice of the managing underwriter below half that proposed to be offered, such registration shall not counted for purposes of determining the number of registrations effected under this Section 2(a). Subject to the foregoing clauses (A), (B) and such registrations have been declared or ordered effective; or (5) If C), the Initiating Holders may dispose of shares of Registrable Securities pursuant to Company shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to a be registered as soon as practicable after receipt of the request made under Section 9.3 hereofor requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part shares of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company (including, without limitation, appropriate qualification under applicable state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in by delivering a written request received by notice to such effect to the Company within twenty (20) days after receipt the date of such written notice from the Company. Notwithstanding the foregoing, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 9.15.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2A) Prior to six the earlier of (6i) months 180 days after the effective date of the Company’s 's first registered public offering of its equity securitiesCommon Stock or (ii) December 31, 2004; (3B) Unless the requested registration would include at least 20% of the Registrable Securities or any lesser percentage so long as the aggregate offering price of all Registrable Securities sought to be registered by all Holders, net of underwriting discounts and commissions, would exceed $30,000,000; (C) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, of any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4D) After the Company has effected two (2) such registrations one registration pursuant to this subparagraph 9.1(a5.1(a), and such registrations have registration has been declared or ordered effective; or (5E) If the Company shall furnish to the Initiating Holders may dispose a certificate signed by the President of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement on Form F-3 pursuant to be filed in the near future. In such case, the Company's obligation to use its best efforts to register, qualify or comply under this Section 5.1(a) shall be deferred for a period not to exceed 180 days from the date of receipt of the written request made under Section 9.3 hereoffrom the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve month period. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If the Company shall receive from the Initiating Holders Holders, at any time after the one-year anniversary of the Effective Date, a written request that the Company effect any registration, qualification registration with respect to any of the then outstanding Registrable Securities which would result in an aggregate offering of at least $5,000,000 (or compliance any lesser aggregate offering if such request for registration is with respect to all or a part of the Registrable Securities, the aggregate proceeds Securities of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000such Initiating Holder under this Agreement), the Company will: (ia) promptly within 10 days of such request, give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (iib) as soon as practicable, and in any event with 60 days of such request, file with the SEC and thereafter use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, provided that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.13: (1i) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2ii) Prior to six (6) months after the Company has effected three (3) such registrations pursuant to this Section 3.1 and such registrations have been declared or ordered effective date and the sales of such Registrable Securities have closed; provided, however, that if the Company’s first registered public offering effectiveness of its equity securitiesany such registration is not maintained for a period of at least ninety (90) days (or any lesser period of time in the event the distribution contemplated by the registration is fully completed), then such registration shall not be counted as a registration for the purposes of this clause (ii); (3iii) During during the period starting with the date sixty fifty-five (6055) calendar days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the a date six one-hundred-fifty (6150) months immediately following calendar days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration public offering of securities in a transaction under Rule 145 promulgated under for the Securities Act (“Rule 145”) or with respect to an employee benefit plan), Company's account; provided that the Company is actively employing in good faith all its reasonable best efforts to cause such registration statement to become be effective; or (iv) during the period starting with the date six (6) months prior to the Company's good faith estimate of the effective date of, and ending on a date six (6) months after the effective date of, any registration statement pertaining to a public offering of securities for the account of any stockholder requesting registration pursuant Section 7.2(a) of the Series C Agreement or pursuant to Section 2 of the 1997 Rights Agreement; provided that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to be effective and provided further that if the Company has begun to effect a registration pursuant to this Section 3 and receives a request for registration from a stockholder pursuant Section 7.2(a) of the Series C Agreement or pursuant to Section 2 of the 1997 Rights Agreement, then the Company shall immediately inform the Holders and cease and have no further obligation to take any action to effect the registration begun pursuant to Section 3.1. Subject to the foregoing clauses (i) through (iv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the President of the Company (a "President's Certificate") stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed on or before the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing (but not utilize this right more than once in during any twentytwelve-four (24) month period; (4) After for a period that the Board of Directors of the Company has effected two in its good faith judgment deems reasonably necessary but in no event shall such period be more than one-hundred-eighty (2180) such registrations days after receipt of the request of the Initiating Holders. The registration statement filed pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the request of the Initiating Holders may dispose may, subject to the provisions of shares Section 3.2 below, include other securities of Registrable Securities pursuant the Company that are held by officers or directors of the Company or that are held by persons who, by virtue of agreements with the Company, are entitled to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofinclude their securities in any such registration.

Request for Registration. In case the Company shall receive ------------------------ from the Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part at least 25% of the Registrable SecuritiesSecurities (provided that all securities to be included in the offering, including all shares included by the Company, shall have an aggregate proceeds proposed offering price to the public of which, net of underwriting discounts and selling commissions, equal or exceed US$at least $5,000,000, ) the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect all such registrationregistrations, qualification qualifications, or compliance compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty fifteen (2015) business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating HoldersCompany is given; Provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1subsection 2.2: (1A) Prior to six (6) months after the effective date of the Company's first registered offering to the general public of its securities for its own account; (B) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4C) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a)subsection 2.2, and such registrations which have been declared or ordered effectiveeffective and the securities offered pursuant to such registrations have been sold; or (5D) If Within one (1) year of the Initiating Holders may dispose effective date of shares of Registrable Securities a prior registration effected pursuant to this subsection 2.2 or within six (6) months of the effective date of a prior registration statement on Form F-3 effected pursuant to a request made under Section 9.3 hereofsubsection 2.3 or 2.

Request for Registration. In case If, at any time after the first anniversary of the execution of this Agreement, the Company shall receive from an Initiating Holder or Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to file a registration statement under the Securities Act covering all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly (but in any event with fifteen (15) days of receiving such request) give written notice of the proposed registration, qualification or compliance registration to all other HoldersHolders and all other security holders of the Company that possess registration rights granted by the Company; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect file and thereafter cause to become effective, the registration under the Securities Act of all Registrable Securities that the Company was requested to register pursuant to Section 2(a) of this Agreement such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or any such portion of such Registrable Securities as are specified in such request, together with all or any such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 20 days after receipt of such written notice from the Company and such other security holders of the Company that possess registration rights granted by the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request as contemplated by the Initiating HoldersSection 2(a)(i); Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.12: (1A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months 60 days immediately following the effective date of, of any other registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under pursuant to Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan); or (C) during the period starting 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 after the effective date of, a Company-initiated registration pursuant to Section 3 hereof; provided that at all times during any such period, the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case the Company shall ------------------------ receive from Initiating Holders a written request (the "Request") that the Company effect any registration, qualification or compliance registration with respect to all or a part not less than 25% of the Registrable SecuritiesSecurities then outstanding, or any lesser percentage of Registrable Securities if the anticipated aggregate proceeds of whichoffering price, net of underwriting underwriters' discounts and selling commissions, equal or would exceed US$5,000,000$3,000,000, the Company will:wil l (i1) promptly give written notice of the proposed registration, qualification or compliance to all other HoldersHolders in accordance with Section 8.6; and (ii2) as soon as practicable, use its best reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request the Request as are specified in a written request notice received by the Company within twenty (20) days after such Holder's receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request provided by the Initiating HoldersCompany pursuant to Section 4.1(b)(i)(1); Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.1:4.1(b): (1) A. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) B. Prior to six (6) months after 270 days following the effective date of the Company’s first registered public offering of its equity securitiesInitial Public Offering; (3) C. During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months 180 days immediately following the effective date of, any general form of registration statement pertaining to sale by the Company of Common Stock or securities which are immediately convertible at the option of the Company holder or convertible within twelve (other than a registration 12) months from the date of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan)issuance into Common Stock, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) D. After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 9.1(a)Section 4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and if less than 50% of the Series B Registrable Securities then outstanding held by the Initiating Holder and all Holders who join in the Request in the manner, and at the time, specified in Section 4.1(b)(i)(2) shall be, or shall have been, included in such registrations have underwriting and in any underwriting described in Section 4.1(c)(ii) which has been declared or ordered effectiveconsummated prior to the date of such underwriting, then the Company shall be obligated to effect an additional registration pursuant to this Section 4.1(b); or (5) E. If the Company shall furnish to such Initiating Holders may dispose a certificate signed by the Chief Executive Officer of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Company's Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement on Form F-3 pursuant to be filed at the date filing would be required, in which case the Company's obligation to use its reasonable efforts to register under this Section 4.1(b) shall be deferred for a request made under Section 9.3 hereofperiod not to exceed 120 days from the date of receipt of the Request, provided that the Company may not exercise this deferral right more than once during any twelve (12) month period.

Request for Registration. In case At any time after the earlier ------------------------ of (A) July 6, 2002 or (B) six months from and after the closing of the Company's IPO, if the Company shall receive receives from a Holder or Holders of Registrable Securities who own not less than 30% of the then outstanding Registrable Securities ("Initiating Holders Holders"), a written request that the Company effect any underwritten registration, qualification qualification, or compliance with respect to all Registrable Securities held by such Initiating Holder or a part of the Registrable SecuritiesInitiating Holders, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, then the Company willshall: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 20 days after receipt of the date the Company mails such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; notice. Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 9.11.5: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;Act: (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3B) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, of any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4C) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations Section 1.5 which have been declared or ordered effectiveeffective and pursuant to which securities have been sold; or (5D) If the Company shall furnish to such Initiating Holders may dispose a certificate signed by the President of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors of the Company it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, in which case the Company's obligation to use its reasonable efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed 120 days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders, provided that the Company may not exercise this deferral right more than once within any 12 month period. Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered within: for any registration which is an IPO, 150 days, and, for any registration which is not an IPO, 60 days, in each case, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case Subject to the Company provisions of Section 1.2(b) below, if at any time after six (6) months after the effective date of the first registration statement for a public offering of securities of the Corporation, the Corporation shall receive from Initiating Holders a written request that the Company Corporation effect any registration, qualification or compliance registration with respect to all or a part any of their Registrable Securities in which the Registrable Securities, anticipated aggregate price to the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, public is at least $15,000,000 the Company Corporation will: (i) promptly Within ten (10) days after the date such report is given, give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to and in any event within sixty (60) days after the date such request is given by the Initiating Holders, effect such registration, qualification or compliance registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company Corporation within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating HoldersCorporation; Providedprovided, however, that the Company Corporation shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.2: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service Within ninety (90) days of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company Corporation (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company Corporation is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4B) After the Company Corporation has effected two (2) such registrations pursuant to this subparagraph 9.1(a)Section 1.2, and such registrations have been declared effective under the Securities Act; provided, however, that a registration pursuant to this Section 1.2 shall not be considered a registration for purposes of this Section 1.2, (i) unless and until such registration shall have become effective and (x) in the case of a registration on Form S-1 (or ordered effectiveany successor form), until 180 days after the effective date thereof, and (y) in the case of a registration on Form S-3, until all Registrable Securities included in such registration shall have been actually sold, (ii) if the Holders withdraw their request at any time because such Holders (A) reasonably believed that the registration statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein (in light of the circumstances under which they were made) not misleading, (B) notified the Corporation of such fact and requested that the Corporation correct such alleged misstatement or omission, and (C) the Corporation has refused to correct such alleged misstatement or omission, or (iii) at least 50% of the Registrable Securities requested to be registered by the Holders are not included in a registration pursuant to this Section 1.2; or (5C) If the Corporation shall furnish to such Initiating Holders may dispose a certificate, signed by the President and Chief Executive Officer of shares the Corporation, stating that in the good faith judgment of Registrable Securities pursuant the Corporation’s Board of Directors it would be materially detrimental to the Corporation and its owners for a registration statement on Form F-3 pursuant to be filed in the near future because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar significant transaction involving the Corporation, (ii) require premature disclosure of material information that the Corporation has a bona fide business purpose for preserving as confidential, or (iii) render the Corporation unable to comply with requirements under the Securities Act or Exchange Act, then in each such case the Corporation’s obligation to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of the written request made under Section 9.3 hereoffrom the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any twelve (12) month period. Subject to the foregoing clauses (A) through (C), the Corporation shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If the Company shall receive from Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty Company is given under Section 2(A)(1)(a) above (120) or 6 business days in the case of the initial request by the Initiating HoldersSecondary Public Offering); Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.1:2(A): (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (ii) After the Company has effected two (2) Prior such registrations pursuant to six (6this Section 2(A) months after and such registrations have been declared or ordered effective and the effective date sales of the Company’s first registered public offering of its equity securitiessuch Registrable Securities shall have closed; (3iii) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000 (or $15,000,000 if such requested registration is the Initial Public Offering); (iv) During the period starting with the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to Warburg Pincus a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, however, that the Company shall not utilize this exercise such right more than once in any twenty-four twelve (2412)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) month period; below, include (4i) After other securities of the Company has effected two which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (2"Other Stockholders") such registrations and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5Section 2(A) If the Initiating Holders may dispose of shares in connection with a distribution of Registrable Securities pursuant to a its partners, the registration statement on Form F-3 pursuant shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to a request made under Section 9.3 hereofany transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. In case If at any time after the earlier of (i) three (3) years after the date of this Agreement, or (ii) one hundred eighty (180) days following the closing date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, the Company shall receive from any Holder or group of Holders holding at least sixty-six and two-thirds percent (662/3%) in interest of the Registrable Securities (the "Initiating Holders Holders") a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part Registrable Securities having an aggregate offering price of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$not less than $5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance registration (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, subject to the terms and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days conditions of the initial request by the Initiating Holdersthis Section 5; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.15: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (B) After the Company has effected two (2) Prior such registrations pursuant to six (6) months after this Section 5(a), which registrations have been declared or ordered effective, and pursuant to which the effective date of the Company’s first registered public offering of its equity securitiessecurities offered have been sold; (3C) During the one hundred eighty (180) day period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, of any Company-initiated registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that ; or (D) If the Company is actively employing delivers notice to the Holders of Registrable Securities within thirty (30) days of any such request for registration of the Company's intent to file a registration statement for its initial public offering within ninety (90) days from the date of such registration request. Subject to the foregoing clauses (A), (B), (C) and (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. If, however, the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that, in the good faith all reasonable efforts judgment of the Board of Directors of the Company, it would be seriously detrimental to cause the Company and its stockholders for such registration statement to become effective; be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided, however, that the Company shall may not utilize this right more than once in any twentytwelve-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part at least Fifty-One Percent (51%) of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii2) as soon as practicablewill file a registration statement with the Commission not later than 90 days following such request and, use its reasonable best efforts to promptly effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty fifteen (2015) days after receipt of such written notice from the Company; PROVIDED, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, howeverHOWEVER, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1SECTION 5.1: (1a) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2b) Prior to six (6) nine months after from the effective date of the Company’s first registered public offering of its equity securitieshereof; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4c) After the Company has effected two (2) one such registrations registration pursuant to this subparagraph 9.1(a)SUBPARAGRAPH 5.1, and such registrations have registration has been declared or ordered effective; oreffective and has remained effective until the earlier to occur of ninety (90) days or the sale of all of the securities offered pursuant to such registration; (5d) If the Company shall furnish to such Initiating Holders may dispose a certificate signed by the Chief Executive Officer of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors, it would be seriously detrimental to the Company or its stockholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this SECTION 5.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request made under Section 9.3 hereof.from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders;

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly within ten (10) days after its receipt thereof give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are is specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) 20 days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.12: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;; or (2B) Prior to Within six (6) months after the effective date of the Company’s first registered public offering of its equity securities;any such registration; or (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4C) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), subsection 2(a) and such registrations have been declared or ordered effective; or . Subject to the foregoing clauses (5A) If through (C), the Initiating Holders may dispose of shares of Registrable Securities pursuant to Company shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ninety (90) days after receipt of the request or requests of the Initiating Holders; provided, however, that if the company shall furnish to such Holders a request made under Section 9.3 hereofcertificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not more than sixty (60) days after the expiration of the initial ninety (90) day period within which to file such registration statement.

Request for Registration. At the earlier of (i) the six month anniversary of the effective date of the Initial Public Offering, or (ii) the second anniversary of the date of this Agreement, the Initiating Holders may request registration in accordance with this Article 2. In case the event the Company shall receive from the Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (iib) as soon as practicable, use its best efforts to effect such registration, qualification or compliance as soon as practicable (including, without limitation, undertaking to file post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 15 days after the receipt of such the written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating HoldersCompany described in Section 2.1(a); Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1Article 2: (1i) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2ii) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During during the period starting with the date sixty (60) days prior to immediately preceding the Company’s estimated anticipated date of filing of, and ending on the date six (6) months 180 days immediately following the effective date of, any registration statement pertaining to a firmly underwritten offering of securities of the Company for its own account (or such lesser period as the managing underwriters of such offering will allow); (iii) after the Company has effected four (4) such requested registrations pursuant to this Article 2 (not including registrations on Form S-3) on behalf of the Initiating Holders, with such registrations having been declared or ordered effective, and the Registrable Securities offered pursuant to each of such registrations having been sold, or if the Company has effected any requested registration (other than a registration for the Company’s Initial Public Offering) pursuant to this Agreement during the previous six-month period (or such shorter period as the managing underwriter of securities the Company’s most recent public offering will allow); or (iv) if the Company then meets the eligibility requirements applicable to the use of Form S-3 in a transaction under Rule 145 promulgated under connection with such registration and is able to effect such requested registration pursuant to Article 4 hereof. (c) Subject to the Securities Act foregoing clauses (“Rule 145”i) or with respect to an employee benefit planthrough (iv), provided that the Company is actively employing in good faith all reasonable efforts to cause such shall file a registration statement covering the Registrable Securities so requested to become effectivebe registered as soon as practicable after receipt of the request of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the Chairman or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, the registration and distribution of the Registrable Securities covered or to be covered by such registration statement, or the disclosure required by such registration statement, would materially interfere with any pending material financing, acquisition or corporate reorganization, or other material corporate development involving the Company or its subsidiaries, or would require premature disclosure thereof, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days, but in no event for a period longer than 105 days after receipt of the request of the Initiating Holders; and provided, further, that the Company shall not utilize be permitted to exercise such deferral right under this right Section 2.1(c) or Section 4.1(c) hereof more than once in any twenty360-four (24) month day period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case the Company shall receive from Initiating Holders at any time beginning on the earlier of (i) two (2) years from the date hereof or (ii) six (6) months after the closing of the Company’s initial public offering, a written request that the Company effect any registration, qualification or compliance file a registration statement (i) with respect to all or a part at least 30% of the Registrable Securities, Securities or (ii) the aggregate expected proceeds of which, net of underwriting discounts and selling commissions, equal or which exceed US$5,000,000$7,500,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.2: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4B) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), Section l.2(a) (other than on a Form S-3) and such registrations have been declared or ordered effective; orprovided, however, that a registration request shall not be counted under this Section 1.2 as fulfilling the Company’s obligation hereunder if the requesting Holders withdraw their registration request as the result of adverse information about the Company previously unknown to such requesting Holders; (5C) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its Holders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders Holders, provided that the Company may dispose not use this right more than once in any twelve (12) month period; and (D) Within ninety (90) days following the effective date of shares the Company’s firm commitment underwritten initial public offering of Registrable Securities its securities pursuant to a registration statement on Form F-3 pursuant declared effective under the Securities Act (“IPO”) or a subsequent registered offering of the Company’s securities; Subject to the foregoing clauses (A) through (D), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request made under Section 9.3 hereofor requests of the Initiating Holders.

Request for Registration. In case If the Company shall receive from any Initiating Holders Holder a written request that the Company effect any registration, qualification or compliance with respect to all or Registrable Securities (a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000"Demand"), the Company will: (i) promptly give written notice ("Company Notice") of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrationregistrations, qualification or compliance qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under applicable "blue sky" or other state securities laws of applicable jurisdictions and appropriate compliance with applicable exemptive regulations promulgated under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the public sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such requestDemand, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request Demand as are specified in a written request received by the Company given within twenty (20) 20 days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating HoldersCompany Notice; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.2: (1A) In at any particular jurisdiction in which the Company would be required time prior to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2i) Prior to six (6) months after the effective date of the Company’s registration statement in respect of the first underwritten registered public offering by the Company next following the date of its equity securitiesthis Agreement or (ii) one year after the date of this Agreement, whichever first occurs; (3B) During during the period starting commencing on the 10th day next preceding the effective date of a registration statement filed with SEC pursuant to this Section 1.2 and ending on the date sixty 180th day next following such effective date; (60C) days prior to during the period commencing on the 60th day next preceding the Company’s estimated 's good faith estimate of the date of filing of, and ending on the date six (6) months immediately 60th day next following the effective date of, any a Company registration statement pertaining pursuant to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan)Section 1.3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) in any particular jurisdiction in which the Company would be required to qualify to do business or become subject to taxation or general service of process, unless the Company already is so subject to service in such jurisdiction; or (E) after the Company has effected four (4) such registrations pursuant to this Section 1.2(a) and such registrations have been declared or ordered effective by the SEC. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, but in no event later than 60 days after receipt of the request(s) of the Initiating Holder(s) therefor; provided, however, that if the Company shall furnish to such holders a certificate signed by its Chief Executive Officer or President stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its stockholders for such registration statement to be filed at or about the date requested by the Initiating Holders and it is therefore necessary or commercially desirable to defer the filing of such registration statement, the Company shall have an additional period of not more than 120 days after the expiration of the initial 60-day period within which to file such registration statement; provided, however, that the Company shall not be entitled to utilize this right more than once in any twenty12-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case Subject to the conditions set forth in this Section 2.1, if the Company shall receive from Initiating Holders a written request (a “Demand Registration Request”) signed by such Initiating Holders that the Company effect any registration, qualification or compliance registration with respect to all or not less than a part Minimum Amount of the Registrable SecuritiesSecurities (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Initiating Holders, including the aggregate proceeds of whichproposed managing underwriters, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000if any), the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) will as soon as practicablepracticable (but in any event within sixty (60) calendar days of the Demand Registration Request), file such registration and use its reasonable best efforts to effect cause such registration, qualification or compliance registration to become effective (including, without limitation, filing pre-effective and post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable the Securities Act and/or Exchange Act and any other governmental requirements regulations or regulationsrequirements) as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in Securities. Upon receipt of such request, together with all or such portion the Company shall promptly deliver notice of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within to all other Holders who each shall then have twenty (20) calendar days after receipt to notify the Company in writing of their desire to be included in such written notice from registration. If the Companyrequest for registration contemplates an underwritten public offering, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect state such in the written notice and, in such event, the right of any such registration, qualification or compliance pursuant other Holder to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service participate in such jurisdiction and except as may registration shall be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Companyconditioned upon such Holder’s first registered participation in such underwritten public offering and the inclusion of its equity securities; (3) During such Holder’s Registrable Securities in the period starting with the date sixty (60) days prior underwritten public offering to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), extent provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofherein.

Request for Registration. In case If the Company shall receive from Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 2(a)(i)(1) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.1:2(a): (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (2B) Prior After the Company has effected three (3) such registrations pursuant to six (6this Section 2(a) months after and such registrations have been declared or ordered effective and the effective date sales of the Company’s first registered public offering of its equity securitiessuch Registrable Securities shall have closed; (3C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before deduction of Selling Expenses) of at least $15,000,000 (or $25,000,000 if such requested registration is the Initial Public Offering); or (D) During the period starting with the date sixty (60) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or transaction, with respect to an employee benefit planplan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not utilize more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right more than once in any twenty-four twelve (2412) month period; (4. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(a)(ii) After below, include other securities of the Company has effected two which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (2) such registrations “Other Stockholders”). In the event any Holder requests a registration pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5Section 2(a) If the Initiating Holders may dispose of shares in connection with a distribution of Registrable Securities pursuant to a its partners or members, the registration statement on Form F-3 pursuant shall provide for the resale by such partners or members, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to a request made under Section 9.3 hereofany transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. In case At any time after February 18, 2006 (such date being hereinafter referred to as the "Demand Date"), if the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, Securities the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (iib) as soon as practicable, use its best all reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post- effective amendments, appropriate qualification under the blue sky or other state securities laws of applicable jurisdictions requested by Initiating Holders and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, howeverprovided, that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.12: (1i) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (2ii) Prior to six less than ninety (690) months calendar days after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (declared or ordered effective other than a registration on Form S-3 or Form S-8; (iii) if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or Board of Directors of the Company, with respect to an employee benefit plan)the advice of counsel, provided that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, in which event the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is actively employing in disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith all reasonable efforts to cause such registration statement to become effectivedetermination; provided, however, that the Company shall not utilize the right under this right Section 2.1(a)(iii) more than once in any twenty-four (24) twelve month period;; or (4iv) After except as set forth in Section 2.5, after the Company has effected two (2) second such registrations registration pursuant to this subparagraph 9.1(a), and such registrations have Section 2.1 has been declared or ordered effective; or . Subject to the foregoing clauses (5i), (ii), (iii) If and (iv), the Initiating Holders may dispose of shares of Registrable Securities pursuant to Company shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to a be registered as soon as practicable after receipt of the request made under Section 9.3 hereofor requests of the Initiating Holders.

Request for Registration. In case Any time following the Company’s IPO, if the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification registration on Form S-1 or compliance with respect to all any comparable or a part of successor form under the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000Securities Act, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within twenty (20) days after receipt delivery of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.11.3: (1A) In any particular jurisdiction in which After the Company would be required has effected two (2) such registrations pursuant to execute a general consent to service of process in effecting this Section 1.3, such registration, qualification registrations have been declared or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsordered effective; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3B) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the a date six one hundred eighty (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under initiated by the Securities Act (“Rule 145”) or with respect to an employee benefit plan), Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, effective and that the Company shall not utilize this right more than once Company’s estimate of the date of filing such registration statement is made in any twenty-four (24) month periodgood faith in a certificate signed by the President of the Company; (4C) After In any particular jurisdiction in which the Company has effected two (2) would be required to qualify to do business, execute a general consent to service of process in effecting such registrations pursuant registration unless the Company is already subject to this subparagraph 9.1(a)service in such jurisdiction and except as may be required by the Securities Act, and such registrations have been declared or ordered effectiveto submit to liabilities for state or local taxes; or (5D) If in the good faith judgment of the Board, such registration would be materially detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders may dispose a certificate, signed by the President or Chief Executive Officer of shares the Company, stating that in the good faith judgment of Registrable Securities pursuant the Board it would be detrimental to the Company or its stockholders for a registration statement on Form F-3 pursuant to a request made be filed in the near future, then the Company’s obligation to use best efforts to register under Section 9.3 hereof.this

Request for Registration. (a) In case the Company shall receive from the Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six the earlier of (6i) months after two (2) years from the effective date of this Agreement or (ii) six months following the Company’s first registered 's initial public offering of its equity securitiesoffering; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six three (63) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations registration pursuant to this subparagraph 9.1(a1.5(a), and such registrations have registration has been declared or ordered effectiveeffective and the securities offered pursuant to such registration have been sold; or (5) If the Initiating Company shall furnish to such Holders may dispose a certificate, signed by the President of shares the Company, stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a single period not to exceed one hundred-twenty (120) days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders. Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part shares of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, appropriate qualification under applicable state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) ), as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company, as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in by delivering a written request received by notice to such effect to the Company within twenty (20) 20 days after receipt the date of such written notice from the Company. Notwithstanding the foregoing, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 9.15.01: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2A) Prior to the date six (6) months after the effective date of the Company’s first registered public offering of its equity securitiesCommon Shares; (3B) Unless the aggregate offering price of all Registrable Securities sought to be registered by all Holders, net of underwriting discounts and commissions, would exceed $___; (C) During the period starting with the date sixty ninety (6090) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided, howeverfurther, that if the Company’s registration is for an offering that does not include any equity securities or securities convertible into equity securities, then the Company shall not utilize be obligated to take any action to effect or complete any requested registration under this Section 5.01 during the period starting sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date three (3) months immediately after the effective date of such registration statement. (D) After the Company has effected one registration pursuant to this subparagraph 5.01(a); or (E) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be filed in the near future, in which case, the Company’s obligation to use its best efforts to register, qualify or comply under this Section 5.01(a) shall be deferred for a period not to exceed 180 days from the date of receipt of the written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once in any twenty-four (24) twelve month period; . Subject to the foregoing clauses (4A) After through (E), the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to a be registered as soon as practicable after receipt of the request made under Section 9.3 hereofor requests of the Initiating Holders.

Request for Registration. In case (a) If the Company shall receive receives from Initiating a Holder or Holders a written request that the Company effect any registration, qualification or compliance a registration with respect to all shares of Registrable Securities held by such Holder or a part of Holders having an aggregate price to the Registrable Securities, the aggregate proceeds of which, public (net of underwriting underwriters' discounts and selling commissions, equal ) of at least $500,000 or exceed US$5,000,000with respect to at least 300,000 Purchased Shares, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, appropriate qualification under applicable state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder, of all or such portion of such the Registrable Securities as are specified in such request. (b) Notwithstanding Section 2(a), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 9.12: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3i) During the period starting with the date sixty ninety (6090) days prior to the Company’s 's estimated date of filing of, and ending on the date six sixty (660) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided provided, that the Company gives notice of its intention to file such registration statement to the Purchaser within thirty (30) days of its request for registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; however, the Company may not delay a requested registration under this paragraph if the Company's registration statement will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (ii) After the Company has effected two registrations pursuant to this Section 2; provided that any registration request that (A) is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, will not count towards such three registration limit; (iii) If the Holder requesting registration is able to sell all of such holder's shares requested to be registered under Rule 144(k) of the Securities and Exchange Commission adopted under the Securities Act or (iv) If the Company shall furnish to the Holder or Holders requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the initiating Holders; provided, however, that the Company shall may not utilize this right more than once in any twenty12-four (24) month period;. (4c) After If the Company has effected two (2) such registrations registration pursuant to this subparagraph 9.1(a)Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Holder and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose number of shares of Registrable Securities pursuant that may be included in the registration and underwriting shall be limited to a registration statement such amount; provided, however, that in the event of such limitation on Form F-3 pursuant the number of shares to a request made under Section 9.3 hereofbe underwritten, no securities to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Holder to be included in such underwriting are so included.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part at least fifty percent (50%) of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, prepare and file with the Commission a registration statement with respect to such security and use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty fifteen (2015) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.15.1: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior Following notice to six (6) months after the effective date of Holders by the Company’s first registered public offering of its equity securities; (3) During , during the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4C) After the Company has effected two (2) one such registrations registration pursuant to this subparagraph 9.1(a5.1(a), and such registrations have been declared or ordered effective; (D) If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the managing underwriter it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 5.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve (12) month period; or (5E) If such registration, qualification or compliance is not proposed to be part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders may dispose of shares of Registrable Securities pursuant Company. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to a be registered as soon as practicable after receipt of the request made under Section 9.3 hereofor requests of the Initiating Holders.

Request for Registration. In case the Company shall ------------------------ receive from Initiating Holders a written request (the "Request") that the Company effect any registration, qualification or compliance registration with respect to all or a part not less than 25% of the Registrable SecuritiesSecurities then outstanding, or any lesser percentage of Registrable Securities if the anticipated aggregate proceeds of whichoffering price, net of underwriting underwriters' discounts and selling commissions, equal or would exceed US$5,000,000$3,000,000, the Company will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other HoldersHolders in accordance with Section 8.6; and (ii2) as soon as practicable, use its best reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request the Request as are specified in a written request notice received by the Company within twenty (20) days after such Holder's receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request provided by the Initiating HoldersCompany pursuant to Section 4.1(b)(i)(1); Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance registration pursuant to this Section 9.1:4.1(b): (1) A. In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) B. Prior to six (6) months after 270 days following the effective date of the Company’s first registered public offering of its equity securitiesInitial Public Offering; (3) C. During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months 180 days immediately following the effective date of, any general form of registration statement pertaining to sale by the Company of Common Stock or securities which are immediately convertible at the option of the Company holder or convertible within twelve (other than a registration 12) months from the date of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan)issuance into Common Stock, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) D. After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 9.1(a)Section 4.1(b) provided that if the first -------- registration pursuant to this Section 4.1(b) shall be underwritten and if less than 50% of the Series B Registrable Securities then outstanding held by the Initiating Holder and all Holders who join in the Request in the manner, and at the time, specified in Section 4.1(b)(i)(2) shall be, or shall have been, included in such registrations have underwriting and in any underwriting described in Section 4.1(c)(ii) which has been declared or ordered effectiveconsummated prior to the date of such underwriting, then the Company shall be obligated to effect an additional registration pursuant to this Section 4.1(b); or (5) E. If the Company shall furnish to such Initiating Holders may dispose a certificate signed by the Chief Executive Officer of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Company's Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement on Form F-3 pursuant to be filed at the date filing would be required, in which case the Company's obligation to use its reasonable efforts to register under this Section 4.1(b) shall be deferred for a request made under Section 9.3 hereofperiod not to exceed 120 days from the date of receipt of the Request, provided that the Company may not exercise this deferral right more than once during any twelve (12) month period.

Request for Registration. In case (a) If the Company shall receive receives from Initiating a Holder or Holders of not less than 50% of the then outstanding Registrable Securities a written request that the Company effect any registration, qualification or compliance a registration with respect to all shares of Registrable Securities held by such Holder or a part Holders having an aggregate price to the public (net of the underwriters’ discounts and commissions) of at least $500,000 or with respect to at least 300,000 shares of Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, appropriate qualification under applicable state securities laws of applicable jurisdictions as Holders may request and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution distribution, though negotiated, underwritten or other transactions or through a combination of such methods of sale at the election of such Holder(s), of all or such portion of such the Registrable Securities as are specified in such request. (b) Notwithstanding Section 2(a), together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect or complete any such registration, qualification or compliance registration pursuant to this Section 9.12: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3i) During the period starting with the date sixty ninety (6090) days prior to the Company’s estimated date of filing of, and ending on the date six sixty (660) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided provided, that the Company gives notice of its intention to file such registration statement to the Holder or Holders within thirty (30) days of its request for such registration; and provided, further that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall may not utilize delay a requested registration under this right more than once in any twenty-four (24) month period;paragraph if the Company’s registration statement will include no equity securities or securities convertible into equity securities and the requested registration will not be part of an underwritten public offering; or (4ii) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a)Section 2; provided that any registration request that (A) is delayed by the Company pursuant to Section 2(b)(i) or (B) does not result in a registration being effected, and will not count towards such registrations have been declared or ordered effectivetwo (2) registration limit; or (5iii) If the Initiating Holder requesting registration is able to sell all of such Holder’s shares requested to be registered under Rule 144 of the Securities and Exchange Commission adopted under the Securities Act; or (iv) If the Company shall furnish to the Holder or Holders requesting registration a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the request of the initiating Holders; provided, however, that the Company may dispose not utilize this right more than once in any 12-month period. (c) If the registration pursuant to this Section 2 is effected through a firm commitment underwritten public offering at the election of the Holder, the Company shall, together with such Holder, enter into an underwriting agreement in customary form with a managing underwriter selected by the Holder and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise the Holder and the number of shares of Registrable Securities pursuant that may be included in the registration and underwriting shall be limited to a registration statement such amount; provided, however, that in the event of such limitation on Form F-3 pursuant the number of shares to a request made under Section 9.3 hereofbe underwritten, no securities to be registered for sale by the Company shall be included unless all shares of Registrable Securities requested by the Holder to be included in such underwriting are so included.

Request for Registration. In case the Company shall receive from Initiating Holders the Investor a written request (a “Registration Notice”) that the Company effect any registration, qualification or compliance with respect to all Registrable Securities offered to the public having an aggregate offering price of not less than $1,000,000 (as determined in good faith in consultation with a one or a part more proposed underwriter(s) for an offering), the Company thereupon will use commercially reasonable efforts to effect the registration of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, Securities which the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance has been so requested to all other Holders; and (ii) register as soon as practicable, use its best efforts to effect such registration, qualification or compliance practicable after the receipt of the Registration Notice (including, without limitation, appropriate qualification under applicable Blue Sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. Notwithstanding the foregoing, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.2: (1i) In prior to one hundred twenty (120) days following the date hereof; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2iii) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company sold for the account of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plana Special Registration Statement), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (v) during the 120-day period following a registration effected pursuant to this Section 1.2; or (vi) if the Company shall furnish to the Investor pursuant to this Section 1.2 a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”) it would be seriously detrimental to the Company or its stockholders for a registration statement to then be filed, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred for a period not to exceed one hundred twenty (120) days from the date of receipt by the Company of the Registration Notice regarding which the Company has furnished such certificate from the Chief Executive Officer of the Company; provided, however, that the Company shall not utilize this right more than once in any twenty12-four (24) month period; . Subject to the foregoing clauses (4i) After through (v), the Company has effected two (2) such registrations shall file a registration statement covering the Registrable Securities so requested to be registered pursuant to this subparagraph 9.1(aSection 1.2 as soon as practicable (and in any event within sixty (60) days of receipt of the Registration Notice), and such registrations have been declared or ordered effective; or (5) If after receipt of the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofby the Investor.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part (1) at least fifty percent (50%) of the issued and outstanding Registrable Securities, the Securities or (2) not less than that number of shares of Registrable Securities which would result in an anticipated aggregate proceeds of whichoffering price, net of underwriting discounts and selling commissions, equal or exceed US$greater than five million dollars ($5,000,000), the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.12.5: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securitiesSeptember 26, 1999; (3C) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4D) After the Company has effected two one (21) such registrations registration pursuant to this subparagraph 9.1(a1.5(a), and such registrations have registration has been declared or ordered effective; or; (5E) If the Initiating Company shall furnish to such Holders may dispose a certificate signed by the Chief Executive Officer of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders; provided that the Company may not exercise this deferral right more than once per twelve (12) month period. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case If the Company shall receive from an Initiating Holders Holder, at any time after the Effective Date, subject to Section (2)(j), if applicable, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part more than 30% of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i1) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii2) as soon as practicable, but in no event prior to the time permitted under the Initial Underwriting Agreement, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 2(a)(i)(1) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.1:2(a): (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (B) After the Company has effected two (2) Prior such registrations pursuant to six (6this Section 2(a) months after and such registrations have been declared or ordered effective and the effective date sales of the Company’s first registered public offering of its equity securitiessuch Registrable Securities shall have closed; (3C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $5,000,000; (D) During the period starting with the date sixty forty-five (6045) days prior to the Company’s estimated good faith estimate of the date of filing of, and ending on the date six ninety (690) months days (or in the case of the offering contemplated by the Initial Public Offering, such period of time as provided in the Initial Underwriting Agreement) immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act transaction, or a registration on any registration form (“Rule 145”including Form S-4) or which does not permit secondary sales, with respect to an employee benefit planplan or with respect to the Company’s first registered public offering of its stock), ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (E) If the Company shall furnish to the Initiating Holders a certificate signed by an officer of the Company stating that in the good faith judgment of the Board of Directors it would be significantly detrimental to the Company or its stockholders for a registration statement to be filed or securities to be offered, in which case the Company’s obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed sixty (60) days from the date of receipt of written request from the Initiating Holders; provided, however, that the Company shall not utilize this exercise such right more than once in any twenty-four twelve (2412) month period; (4. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2(a)(ii) After below, include other securities of the Company has effected two which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (2) such registrations “Other Stockholders”). In the event any Holder requests a registration pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5Section 2(a) If the Initiating Holders may dispose of shares in connection with a distribution of Registrable Securities pursuant to a its stockholders, partners, members or holders of other beneficial or equity interests, the registration statement on Form F-3 pursuant shall provide for the resale by such Persons, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, by an Initial Holder or any of its Affiliates to a request made under Section 9.3 hereofany transferee of Registrable Securities (who shall agree to be bound by all obligations of this Agreement), but may not be assigned, without the written consent of the Company in its sole discretion, by any person who is not an Initial Holder or any Affiliate of an Initial Holder.

Request for Registration. In case the Company shall ------------------------ receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part shares of Registrable Securities representing at least fifty percent (50%) of the Registrable Securities, Securities (or any lesser percentage if the anticipated aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000offering price to the public is at least $10,000,000), the Company will: (i) promptly within five days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 15 days after receipt the date of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated -------- ------- to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.12.2: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to the earlier of December 31, 2004, or six (6) months after the effective closing date of the Company’s first registered initial underwritten public offering of its equity the Company's securities; (3) During the period starting with the date sixty (60) 30 days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) three months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration statement relating to the sale of the Company's securities in connection with a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to transaction, an employee benefit planplan or the initial public offering of the Company's securities), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(aSection 2.2(a), and such registrations have been declared or ordered effective; oreffective and the sales of such Registrable Securities shall have closed; (5) If the Initiating Company shall furnish to such Holders may dispose a certificate signed by the President of shares the Company stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.2 shall be deferred for a period not to exceed 90 days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders; provided, -------- however, that the Company shall not exercise such right more than once in any ------- twelve-month period. Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall receive receives from Initiating either (a) the Purchaser or any of its Affiliates or (b) in the case of Registrable Securities Holders that are not the Purchaser or any of its Affiliates, Registrable Securities Holders who, in the aggregate, hold not less than 10% of the Registrable Securities then outstanding, a written request (a “Demand Request”) that the Company effect any registration, qualification or compliance with respect to all or a part of the such Registrable SecuritiesSecurities Holders’ Registrable Securities (such Registrable Securities Holders, the “Initiating Holders”), the reasonably anticipated aggregate proceeds of whichoffering price, net of before underwriting discounts and selling commissions, equal or of which would exceed US$5,000,000$50,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Registrable Securities Holders; and (ii) as soon as practicable, use its commercially reasonable best efforts to effect such registration, qualification or compliance (including, without limitation, including appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such requestthe Demand Request, together with all or such portion of the Registrable Securities of any Registrable Securities Holder or Registrable Securities Holders joining in such request the Demand Request as are specified in a written request received by the Company within twenty fifteen (2015) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall will not be required to effect more than four (4) registrations pursuant to this Section 9.1 in any twelve (12) month period; provided, further, however, that any Synthetic Sales pursuant to Section 10 will not be taken into account for purposes of the foregoing limit. Notwithstanding the foregoing, the Company will not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration9.1 if, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; within two (2) Prior to six (6) months after Business Days of the effective date of the Demand Request, the Company delivers to such Registrable Securities Holder a certificate signed by the President and Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company’s first registered public offering of , it would be seriously detrimental to the Company or its equity securities; (3) During stockholders for a registration statement to be filed in the period starting with the date sixty (60) days prior to near future, in which case the Company’s estimated obligation to use its commercially reasonable best efforts to register, qualify or comply under this Section 9.1 will be deferred for a period not to exceed forty-five (45) consecutive days from the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities receipt of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveDemand Request; provided, however, that the Company shall may not utilize exercise this deferral right more than once in any twenty-four twice per twelve (2412) month period; (4) After . Subject to the foregoing, the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to will file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to a request made under Section 9.3 hereofbe registered within thirty (30) days after receipt of the Demand Request.

Request for Registration. In case If at any time after the date that is one hundred eighty (180) days after the closing date of the first registration statement filed by the Company covering an underwritten offering of any of its securities to the general public, the Company shall receive from Initiating Holders Abbott a written request that the Company effect any registration, qualification or compliance with respect to all or a part shares of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: will (i) promptly within thirty (30) days of the receipt by the Company of such notice, give written notice of the proposed registration, qualification or compliance to all other Holders; and Holders and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1:3.1(a): (1i) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2ii) Prior to six (6) months after if Abbott, together with the effective date holders of any other securities of the Company’s first registered public offering Company entitled to inclusion in such registration statement, propose to sell Registrable Securities and such other securities (if any) and the aggregate proceeds of its equity securitieswhich (after deduction for underwriting discounts and commissions related to the issuance) are less than $5,000,000; (3iii) During during the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than with respect to (A) a registration of securities in a transaction under Rule 145 promulgated under the Securities Act transaction, (“Rule 145”B) or with respect to an employee benefit planplan or (C) the Company’s first registered public offering of its stock), ; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) after the Company has initiated two (2) registrations pursuant to this Section 3.1(a) which are each registrations requested by Abbott; or (v) the Company furnishes to Abbott a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company or its shareholders for a registration statement (A) to be filed on or before the date such filing would otherwise be required hereunder, (B) to become effective, or (C) to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements of the Commission, the Company shall have the right, but not more than once in any 12-month period, to defer such filing or effectiveness or to suspend such effectiveness for such period as may be reasonably necessary (which period shall not, in any event, exceed one hundred twenty (120) days); provided, however, that if the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations effectiveness of a registration statement is suspended pursuant to this subparagraph 9.1(a)provision, and the period of such registrations have been declared or ordered effective; or (5) If suspension shall be added to the Initiating Holders may dispose end of shares of Registrable Securities pursuant to a the period that such registration statement on Form F-3 pursuant would otherwise be required to a request made under Section 9.3 hereofbe effective hereunder so that the aggregate number of days that such registration statement is required to remain effective hereunder shall remain unchanged.

Request for Registration. In case If the Company shall receive from an Initiating Holders Holder a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other HoldersHolders of Registrable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 11.2(a)(i) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.111.2: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4B) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), Section 11.2 and such registrations have been declared or ordered effectiveeffective and the sales of such Registrable Securities shall have closed; or (5C) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $20,000,000. (D) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company, the Company shall have the right to delay registration for up to 90 days but not more than once in any twelve month period. The registration statement filed pursuant to the request of the Initiating Holders may dispose may, subject to the provisions of shares Section 11.2(b) below, include other securities of Registrable Securities pursuant the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to a include their securities in any such registration. The registration statement on Form F-3 pursuant rights set forth in this Section 11 shall be assignable, in whole or in part, to a request made under any transferee of Common Stock (who shall be bound by all obligations of this Section 9.3 hereof11).

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification qualification, or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000compliance, the Company will: (i) promptly give deliver written notice of the proposed registration, qualification qualification, or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by delivered to the Company within twenty (20) days after receipt delivery of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 9.11.3: (1A) Prior to the earlier of: (i) three (3) years following the date of this Agreement, and (ii) six months following the effective date of the IPO; (B) After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a registration initiated by the Company; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith; (D) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2E) Prior If in the good faith judgment of the Board, such registration would be seriously detrimental to six (6) months after the effective date Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company’s first registered public offering , stating that in the good faith judgment of the Board it would be detrimental to the Company or its equity securities; (3) During stockholders for a registration statement to be filed in the period starting with the date sixty (60) days prior to near future, then the Company’s estimated date of filing ofobligation to use its best efforts to register, and ending on qualify, or comply under this Section 1.3 shall be deferred for a period not to exceed ninety (90) days from the date six (6) months immediately following the effective date of, any registration statement pertaining to securities delivery of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under written request from the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveInitiating Holders; provided, however, that the Company shall may not utilize this right more than once twice in any twenty-four twelve (2412) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5F) If the Initiating Holders may do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld); or (G) If the Initiating Holders propose to dispose of shares of Registrable Securities pursuant to a registration statement which may be immediately registered on Form F-3 S-3 pursuant to a request made under Section 9.3 1.4 hereof. Subject to the foregoing clauses (A) through (G), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 1.3(c) hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Request for Registration. In case the event that the Company shall receive receives a written request from Initiating Holders a written request that the Company effect any firmly underwritten registration, qualification or compliance with respect under the Securities Act of Registrable Securities having an aggregate anticipated offering price to all or a part the public in excess of the Registrable SecuritiesTwenty Million Dollars ($20,000,000), the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, then the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrationregistrations, qualification or compliance qualifications and compliances (including, without limitation, the preparation of a registration statement and prospectus complying with the requirements of the Securities Act, and the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.12.1: (A) at any time prior to the earlier of (i) three (3) years following the date of this Agreement or (ii) six (6) months following the effective date of the registration statement under the Securities Act for a Qualified IPO; or (B) if within ten (10) days after the receipt of the written request from Initiating Holders, the Company provides written notice to the Holders of the Company’s good faith intention to commence a Qualified IPO within the next ninety (90) days; provided, however, that this subsection (B) shall only be used one (1) In time by the Company; or (C) after the Company has effected two (2) such registrations pursuant to this Section 2.1 and both such registrations have been declared or ordered effective and not withdrawn by the Company with the approval of the Initiating Holder; or (D) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; Act. Subject to the foregoing clauses (2A) Prior through (D), the Company shall file a registration statement covering the Registrable Securities so requested to six be registered as soon as practical, but in any event within seventy-five (675) months days, after the effective date receipt of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities request or requests of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveInitiating Holders; provided, however, that if the Company shall furnish to such holders a certificate signed by the president of the Company stating that in the good faith judgment of the Board of Directors it would be detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have an additional period of not utilize this more than sixty (60) days after the expiration of the initial 75-day period within which to file such registration statement. Notwithstanding the above, the Company may not exercise its right to defer registration more than once in any twenty12-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.

Request for Registration. In case If, at any time following six months after the Company’s IPO, the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all their outstanding Registrable Securities for an anticipated aggregate offering price equal to or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000exceeding $10,000,000, the Company will: (i) promptly give written notice within ten (10) business days of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best commercially reasonable efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other applicable securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.12.5: (1) In any particular non-U.S. jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six In any jurisdiction other than (6A) months after the effective date of jurisdiction(s) in which the Company’s first Company has already effected a registered public offering of its equity securities, or (B) if the Initiating Holders are precluded from exercising their rights under Section 2.5 by reason of Section 2.5(a)(ii)(6), the United States; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided provided, that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; provided, however, that effective and (ii) such registration is subject to the Company shall not utilize this right more than once in any twenty-four (24) month periodpiggyback registration rights of the Holders under Section 2.6.; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(aSection 2.5(a), and such registrations have been declared or ordered effective; oreffective (which, for the avoidance of doubt, shall mean that the registrations shall have been continuously effective for thirty (30) calendar days, or until all Registrable Securities covered thereby have been sold, whichever earlier); (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 2.7 hereof; (6) In the event the Initiating Holders have requested a registration to be effected in a jurisdiction other than the United States, to the extent the Board of Directors determines in good faith in its sole discretion that such registration would impose materially more burdensome or costly obligations on the part of the Company as compared to those to which the Company would be subject if the request was for a registration to be effected in the United States; or (7) If (i) the Initiating Holders have indicated in the request for registration that they intend that the Registrable Securities covered by such request be distributed by means of an underwriting and (ii) the Company and the Initiating Holders are unable to obtain the commitment of an underwriter selected by the Company (subject to the reasonable approval of a majority in interest of the Initiating Holders) to underwrite the offering.

Request for Registration. In case the Company shall receive from Initiating Holders HP a written request that the Company effect any registration, qualification or compliance with respect to all or a part any of the Registrable Securities, the aggregate proceeds of whichCompany shall, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) on Form S-3, or if Form S-3 is not available then on Form S-1 (or any successor forms of registration statements to such Forms S-3 or S-1 or other available registration statements) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by for which registration is requested. Notwithstanding the Company within twenty (20) days after receipt of such written notice from the Companyforegoing, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company shall not be obligated obli- gated to take any action file a registration statement to effect any such registration, qualification or compliance pursuant to this Section 9.12: (1i) In unless the amount of Registrable Securities for which registration is requested is at least 712,900 shares (as adjusted for any particular jurisdiction stock split, stock dividend, recapitalization or similar event) and the fair market value (based on the Average Market Price as such term is defined in which the Company would Purchase Agreement) of such securities is at least $15,000,000, except that if the total number of Registrable Securities held by HP (but not a transferee of HP) is less than 712,900 (as adjusted) or the value of such shares is less than $15,000,000, then HP (but not a transferee of HP) may request registration as to all but not less than all of such Registrable Securities under this Section 2; notwithstanding the foregoing, if the offering of securities made under this Section 2(a)(i) is underwritten and the underwriter determines that marketing factors require a limitation of the number of shares to be required underwritten, then HP shall be entitled to execute a general consent register such limited number of shares; or (ii) during the twelve (12) month period beginning on the closing date of any registration, qualification or compliance effected pursuant to service of process in effecting this Section 2, provided that the securities offered under such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofsold.

Request for Registration. In case If the Company shall receive from Initiating Holders Warburg Pincus, at any time, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Other Holders; and (iib) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 2(A)(1)(a) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.1:2(A): (1i) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (ii) After the Company has effected two (2) Prior such registrations pursuant to six (6this Section 2(A) months after and such registrations have been declared or ordered effective and the effective date sales of the Company’s first registered public offering of its equity securitiessuch Registrable Securities shall have closed; (3iii) If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $7,500,000 (or $15,000,000 if such requested registration is the Initial Public Offering); (iv) During the period starting with the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the date six one hundred eighty (6180) months days immediately following the effective date of, any registration statement filed pursuant to Section 2(B) pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or transaction, with respect to an employee benefit plan), provided that during the 60-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(A)(1)(b)(iv) for a period of not more than ninety (90) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (v) If the Company shall furnish to Warburg Pincus a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to comply with this Section 2 shall be deferred for a period not to exceed one hundred eighty (180) days from the date of receipt of written request from Warburg Pincus; provided, however, that the Company shall not utilize this exercise such right more than once in any twenty-four twelve (2412)-month period. The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(A)(2) month period; below, include (4i) After other securities of the Company has effected two which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (2"Other Stockholders") such registrations and (ii) Registrable Securities held by the Other Holders. In the event any Holder requests a registration pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5Section 2(A) If the Initiating Holders may dispose of shares in connection with a distribution of Registrable Securities pursuant to a its partners, the registration statement on Form F-3 pursuant shall provide for the resale by such partners, if requested by such Holder. The registration rights set forth in this Section 2 may be assigned, in whole or in part, to a request made under Section 9.3 hereofany transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

Request for Registration. In case At any time after May 19th, 2007 (such date being hereinafter referred to as the "Demand Date"), if the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, Securities the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (iib) as soon as practicable, use its best all reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post- effective amendments, appropriate qualification under the blue sky or other state securities laws of applicable jurisdictions requested by Initiating Holders and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, howeverprovided, that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.12: (1i) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (2ii) Prior to six less than ninety (690) months calendar days after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (declared or ordered effective other than a registration on Form S-3 or Form S-8; (iii) if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or Board of Directors of the Company, with respect to an employee benefit plan)the advice of counsel, provided that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is actively employing in disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith all reasonable efforts to cause such registration statement to become effectivedetermination; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) twelve month period;; or (4iv) After except as set forth in Section 2.5, after the Company has effected two (2) second such registrations registration pursuant to this subparagraph 9.1(a), and such registrations have Section 2.1 has been declared or ordered effective; or . Subject to the foregoing clauses (5i), (ii), (iii) If and (iv), the Initiating Holders may dispose of shares of Registrable Securities pursuant to Company shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to a be registered as soon as practicable after receipt of the request made under Section 9.3 hereofor requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six the earlier of (6a) months after 180 days following the effective date of the Company’s first registered public offering of its equity securitiesCommon Stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act (the "Initial Public Offering") or (b) the third anniversary of the date of this Agreement; (3) During Unless the period starting with the date sixty (60) days prior to the Company’s estimated date proposed aggregate offering price therefor, net of filing ofunderwriting discounts and commissions, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month periodat least $10,000,000; (4) If the Company is unable to arrange for the proposed offering to be underwritten on commercially reasonable terms by an underwriting firm of nationally recognized standing; (5) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), 1.5 (a) and each such registrations have registration has been declared or ordered effectiveeffective and remained effective for the period specified in Section 1.9(a) of this Agreement; or (56) If the Initiating Holders may dispose Company shall furnish to such Holders, within 30 days after the receipt by the Company of shares of Registrable Securities the demand for registration pursuant to this Section 1.5, a certificate, signed by the President of the Company, stating that the Company intends to file a registration statement on Form F-3 pursuant relating to a public offering of its securities within 90 days after the date of such certificate, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a period not to exceed one hundred and twenty (120) days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders. Subject to the foregoing clauses (1) through (6), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

Request for Registration. In case the Company shall ------------------------ receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part at least 25% of the aggregate number of Registrable SecuritiesSecurities then outstanding, or any lesser percentage if the anticipated aggregate proceeds offering price of whichsuch registration, qualification or compliance, net of standard underwriting discounts and selling commissionsdiscounts, equal or would exceed US$$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect all such registrationregistrations, qualification or compliance qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification qualifications under the applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder's or Initiating Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty (20) 30 days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, provided that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.17.2: (1A) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws;Act; or (2B) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), Section 7.2(a) and such registrations have been declared or ordered effective; or provided, however, that if such registrations included the -------- ------- Conversion Shares (5as specified in Section 7.1(b)(i)), the Company shall be obligated to effect one (1) If additional registration solely with respect to shares of Common Stock issued as dividends on the Preferred Stock (as specified in Section 7.1(b)(ii)). Subject to the foregoing clauses (A) and (B), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within ten (10) days following the filing of the Company's next Annual Report on Form 10-K or Quarterly Report on Form 10-Q after receipt of the request or requests of the Initiating Holders may dispose (or, if later, within twenty (20) days after receipt of shares the request or requests of Registrable Securities pursuant the Initiating Holders). In the event that the Company shall fail to file a registration statement on Form F-3 pursuant within such period, the Initiating Holders of such request shall be entitled, in addition to all other rights and remedies otherwise available, to a request made under Section 9.3 hereofliquidated damages fee of $1,000 per day until the registration statement is filed.

Request for Registration. In case At any time after August 31, 2009 (such date being hereinafter referred to as the “Demand Date”), if the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, Securities the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance registration to all other Holders; and (iib) as soon as practicable, use its best all reasonable efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post- effective amendments, appropriate qualification under the blue sky or other state securities laws of applicable jurisdictions requested by Initiating Holders and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company given within twenty thirty (2030) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, howeverprovided, that the Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.12: (1i) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (2ii) Prior to six less than ninety (690) months calendar days after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (declared or ordered effective other than a registration on Form S-3 or Form S-8; (iii) if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or Board of Directors of the Company, with respect to an employee benefit plan)the advice of counsel, provided that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is actively employing in disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith all reasonable efforts to cause such registration statement to become effectivedetermination; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) twelve month period;; or (4iv) After except as set forth in Section 2.5, after the Company has effected two (2) second such registrations registration pursuant to this subparagraph 9.1(a), and such registrations have Section 2.1 has been declared or ordered effective; or . Subject to the foregoing clauses (5i), (ii), (iii) If and (iv), the Initiating Holders may dispose of shares of Registrable Securities pursuant to Company shall file a registration statement on Form F-3 pursuant covering the Registrable Securities so requested to a be registered as soon as practicable after receipt of the request made under Section 9.3 hereofor requests of the Initiating Holders.

Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registrationqualification, qualification compliance or compliance registration of Registrable Securities with respect to all or a part an aggregate value of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000at least $10.0 million, the Company willshall: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to the earlier of (i) six (6) months after the effective date of following the Company’s first registered 's initial public offering of its equity securitiesor (ii) January 1, 2002; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six three (63) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a1.5(a), and such registrations have been declared or ordered effectiveeffective and the securities offered pursuant to such registrations have been sold; or (5) If the Initiating Company shall furnish to such Holders may dispose a certificate, signed by an executive officer of shares the Company, stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a single period not to exceed one hundred-twenty (120) days from the date of receipt of written request made under Section 9.3 hereoffrom the Initiating Holders. Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders, and in any case, not later than seventy-five (75) days thereafter.

Request for Registration. In case If the Company shall receive from Initiating Holders at any time or times not earlier than the earlier of (i) eighteen (18) months after the date of this Agreement or (ii) three (3) months prior to the Company's good faith estimate of the date of filing of any registration statement covering an underwritten offering of any of the Company's securities to the general public, a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, Securities the aggregate proceeds of which, net of underwriting which (after deduction for underwriter's discounts and selling commissions, equal or expenses related to the issuance) exceed US$5,000,000, $5,000,000 the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance registration to all other the Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance registration (including, without limitation, filing post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable governmental requirements or regulationsthe Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Provided, however, that the Company is mailed or delivered. The Company shall not be obligated to effect, or to take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.11.2: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2B) Prior After the Company has initiated two such registrations pursuant to six this Section 1.2(a) (6) months after counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and registrations which have been withdrawn by the effective date of Holders as to which the Company’s first registered public offering of its equity securitiesHolders have not elected to bear the Registration Expenses pursuant to Section 1.4 hereof and would, absent such election, have been required to bear such expenses); (3C) During the period starting with the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the a date six one (6180) months immediately following days after the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5D) If the Initiating Holders may propose to dispose of shares of Registrable Securities pursuant to a registration statement which may be immediately registered on Form F-3 S-3 pursuant to a request made under Section 9.3 1.5 hereof; (E) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld); or (F) If the Company and the Initiating Holders are unable to obtain the commitment of the underwriter described in clause (E) above to firmly underwrite the offer.

Request for Registration. In case If the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance Registration with respect to all or a part of the Registrable SecuritiesSecurities from the Initiating Holder, (x) at any time prior to the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal Initial Qualified Public Offering or exceed US$5,000,000(y) at any time after 180 days after the Initial Qualified Public Offering, the Company will: (i1) promptly give written notice of the proposed registrationRegistration, qualification or compliance to all other HoldersHolders (other than the Employee Investors if in connection with any QPO Registration); and (ii2) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance Registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders (other than the Employee Investors if in connection with any QPO Registration) joining in such request as are specified in a written request received by the Company within twenty ten (2010) business days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 2(a)(i)(1) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect: (A) any such registration, qualification or compliance Registration pursuant to this Section 9.1: (12(a) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (B) any such Registration pursuant to clause (y) of this Section 2(a)(i), if the Company has effected two (2) Prior such Registrations pursuant to six requests under clause (6y) months after of this Section 2(a)(i) and such Registrations have been declared or ordered effective and the effective date sales of the Company’s first registered public offering of its equity securitiesall such Registrable Securities requested to be so Registered shall have closed; (3C) During any such Registration pursuant to this Section 2(a), if the Registrable Securities requested by the Initiating Holder to be Registered pursuant to such request do not have an anticipated aggregate public offering price (before deduction of Selling Expenses) of at least $25,000,000; (D) any such Registration pursuant to this Section 2(a) during the period starting with the date sixty (60) days prior to the Company’s estimated 's good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration Registration of securities in a transaction under Rule 145 promulgated transaction under the Securities Act (“Rule 145”) or Act, with respect to an employee benefit planplan or with respect to the Initial Public Offering), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or (E) any such Registration pursuant to this Section 2(a), if the Company shall furnish to the Initiating Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its diligent best efforts to comply with this Section 2(a) shall be deferred for a period not to exceed sixty (60) days from the date of receipt of the written request from such Initiating Holder; provided, however, that the Company shall not utilize this exercise such right more than once in any twenty-four twelve (2412)-month period. The registration statement filed pursuant to the request of the Initiating Holder may, subject to the provisions of Section 2(a)(ii) month period; (4) After below, include other securities of the Company has effected two which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such Registration (2) such registrations "Other Stockholders"). In the event that the Institutional Investors request a Registration pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5Section 2(a) If the Initiating Holders may dispose of shares in connection with a distribution of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofits partners or members, the Registration shall provide for the resale by such partners or members, if requested by such Institutional Investors.

Request for Registration. In case If the Company shall at any ------------------------ time after the one hundred and eightieth (180th) day after the effective date of the first registration statement for an initial public offering of securities of the Company receive from Initiating Holders a written request from the Holders of at least fifty percent (50%) of the Shares issued as of the Closing, that the Company effect any underwritten registration, qualification qualification, or compliance with respect to all or a part of the Registrable SecuritiesSecurities held by such Initiating Holders, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, then the Company willshall: (i1) promptly give written notice of the proposed registration, qualification qualification, or compliance to all other Holders; and (ii2) as soon as practicable, use its best most diligent efforts to effect all such registration, qualification qualification, or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 15 days after receipt of the date the Company mails such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holdersnotice; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification qualification, or compliance pursuant to this Section 9.18.5: (1a) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3b) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, of any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit planplan or initiated by security holders), provided that ; or c) Unless the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month periodaggregate gross offering price thereof would be at least $5,000,000; (4d) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), Section 8.5 and such registrations have registration has been declared or ordered effective; or . Subject to the foregoing clauses (5A) If through (D), the Initiating Holders may dispose of shares of Registrable Securities pursuant to Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, and in any event within 120 days, after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company or its shareholders for such registration statement to be filed on Form F-3 pursuant or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a request made under Section 9.3 hereofreasonable period not to exceed an additional 120 days.

Request for Registration. Beginning on the date which is -------------------------- immediately after the third anniversary of the date of this Agreement, Initiating Holders may request registration in accordance with this Article 3; provided, that such registration covers Registrable Securities representing 75% of the then total amount of the Registrable Securities. In case the event the Company shall receive from any one or more of the Initiating Holders a written request that the Company effect any such registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (ia) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (iib) as soon as practicable, use its best efforts to effect such registration, qualification or compliance as soon as practicable (including, without limitation, undertaking to file post-effective amendments, appropriate qualification qualifications under applicable blue sky or other state securities laws of applicable jurisdictions laws, and appropriate compliance with applicable regulations issued under the Securities Act, and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) 10 days after the receipt of such the written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating HoldersCompany described in Section ------- 3.1(a); Providedprovided, however, that the Company shall not be obligated to take any ---- -------- ------- action to effect any such registration, qualification or compliance pursuant to this Section 9.1:Article 3: ---------- (1i) In in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2ii) Prior to six within one hundred and eighty (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60180) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, of any registration statement pertaining to a firm commitment underwritten offering of securities of the Company for its own account; (iii) after the Company has effected three (3) such requested registrations pursuant to this Article 3, each such registration has been ---------- declared or ordered effective, and the Registrable Securities offered pursuant to each such registration have been sold, or if the Company has effected any requested registration pursuant to this Agreement during the previous six-month period; (iv) if the Company, within ten (10) days of the receipt of the request of the Initiating Holder or Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within forty-five (45) days of receipt of such request (other than with respect to a registration of securities in statement relating to a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plana Registration Statement on Form S-8, or any successor form). (c) Subject to the foregoing clauses (i) through (iv), provided that the Company is actively employing in good faith all reasonable efforts to cause such shall file a registration statement covering the Registrable Securities so requested to become effectivebe registered as soon as practicable after receipt of the request of the Initiating Holders and provide notice to the other Holders as required by Section 3.1(a); provided, however, that if the Company shall furnish to such Holders --------------- -------- ------- a certificate signed by the Chairman or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its stockholders for such registration statement to be filed in the near future, then the Company shall have the right to defer such filing for a period of not utilize more than 180 days after receipt of the request of the Initiating Holders; provided, further, that the -------- ------- Company shall not be permitted to exercise such deferral right under this right Section 3.1(c) more than once in any twenty365-four (24) month day period; (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereof.. ---------------

Request for Registration. In case At any time (i) the Equity Investor may make an unlimited number of written requests (each a "Demand") for registration under the Securities Act of its Registrable Securities (a "Demand Registration") and (ii) on or after the third year anniversary of the Issue Date, Purchasers owning, individually or in the aggregate, at least the Requisite Shares may make up to two Demands for a Demand Registration. Any such Demand will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Subject to the other provisions of this Section 2.1, the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of such Demand within 10 days after the proposed registration, qualification or compliance receipt thereof to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion . Within 30 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities as are specified be included in such request, together with all or such portion of registration and the Company shall include in the Demand Registration the Registrable Securities of any such selling Holder or Holders joining in requested to be so included. Each such request as are specified in by such other selling Holders shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof. Upon a written request received by Demand, the Company within twenty will (20i) days after receipt of such written notice from the Companyprepare, file and to use all best its commercially reasonable efforts to cause such registration statement to become effective within one hundred twenty (120) 90 days of such Demand a Registration Statement in respect of all the initial Registrable Securities which Holders request by for inclusion therein; provided that if such Demand occurs during a Black Out Period or a period (not to exceed 180 days) during which the Initiating Holders; ProvidedCompany is prohibited or restricted from issuing or selling Common Stock pursuant to any underwriting or purchase agreement relating to an underwritten public offering of Common Stock or securities convertible into or exchangeable for Common Stock under Rule 144A or registered under the Securities Act or any agreement with a securityholder of the Company exercising registration rights (a "Lock Up Period"), however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service notify the Holders of process in effecting such registration, qualification Demand or compliance unless the Company is already subject to service in file such jurisdiction and except as may be required by the Securities Act or other applicable securities laws; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days Registration Statement prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities end of the Company (other than a registration of securities Black Out Period or Lock Up Period, as the case may be, in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan)which event, provided that the Company is actively employing in good faith all will use its commercially reasonable efforts to cause such Registration Statement to become effective no later than 90 days after the end of the Black Out Period or Lock Up Period, as the case may be, and (ii) keep such Registration Statement effective for the shorter of (a) 180 days (the "Effectiveness Period") and (b) such period of time as all of the Registrable Securities included in such Registration Statement have been sold thereunder. Notwithstanding anything set forth in the immediately preceding sentence, the Company may (I) postpone the filing period, suspend the effectiveness of any registration, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective registration statement being used for an underwritten offering) in the event that, and for a period, in the case of any particular Demand Registration, not to become effectiveexceed an aggregate of 90 days ("Black Out Period") if (i) an event or circumstance occurs as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) the Company determines in its good faith judgment that (A) the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company or (B) the disclosure otherwise relates to a material business transaction or any other material matter, which has not yet been publicly disclosed; provided, howeverfurther, that, if the effectiveness of any Registration Statement is suspended as a result of a Black Out Period, the Effectiveness Period shall be extended by the number of days in any Black Out Period and (II) at any time prior to an Initial Public Equity Offering by the Company, postpone the filing of one Demand Registration, by giving written notice thereof to all Holders, for a period not to exceed an aggregate of 180 days ("Postponement Period"); provided, that at the end of the Postponement Period the Company shall not utilize this right more than once will use its commercially reasonable efforts to cause a Registration Statement with respect to all Registrable Securities of Holders electing to participate in such Demand Registration to become effective within 90 days after the end of the Postponement Period. In the event of the occurrence of any twenty-four (24) month period; (4) After Black Out Period during an Effectiveness Period or Lock Up Period, the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), and such registrations have been declared or ordered effective; or (5) If will promptly notify the Initiating Holders may dispose of shares of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under Section 9.3 hereofthereof in writing.

Request for Registration. In case If the Company shall receive from an Initiating Holders Holder a written request that the Company effect any registration, qualification or compliance registration with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other HoldersHolders of Registrable Securities; and (ii) as soon as practicable, use its diligent best efforts to effect such registration, qualification or compliance registration (including, without limitation, the execution of an undertaking to file post- effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable governmental requirements or regulationsregulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty ten (2010) days Business Days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120Company is given under Section 2.1(a)(i) days of the initial request by the Initiating Holdersabove; Provided, however, provided that the Company shall not be obligated to effect, or take any action to effect effect, any such registration, qualification or compliance registration pursuant to this Section 9.12.1: (1A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsrules or regulations thereunder; (2) Prior to six (6) months after the effective date of the Company’s first registered public offering of its equity securities; (3) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company shall not utilize this right more than once in any twenty-four (24) month period; (4B) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a), Section 2.1 and such registrations have been declared or ordered effectiveeffective and the sales of such Registrable Securities shall have closed; or (5C) If the Registrable Securities requested by all Holders to be registered pursuant to such request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of less than $10,000,000; or (D) If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company, the Company shall have the right to delay or suspend the effectiveness of any registration for up to 90 days but not more than once in any twelve month period. The registration statement filed pursuant to the request of the Initiating Holders may dispose may, subject to the provisions of shares Section 2.1(b) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration. The registration rights set forth in this Section 2 shall be assignable, in whole or in part, to any transferee of Registrable Securities pursuant to a registration statement on Form F-3 pursuant to a request made under (who shall be bound by all obligations of this Section 9.3 hereof2).

Request for Registration. In case the Company shall receive from ------------------------ Initiating Warrant Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the aggregate proceeds of which, net of underwriting discounts and selling commissions, equal or exceed US$5,000,000Securities held by such Warrant Holders, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Warrant Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws of applicable jurisdictions and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Warrant Holder or Warrant Holders joining in such request as are specified in a written request received by the Company within twenty thirty (2030) days after receipt of such written notice from the Company, and to use all best efforts to cause such registration statement to become effective within one hundred twenty (120) days of the initial request by the Initiating Holders; Providedprovided, however, that the Company shall not be obligated -------- ------- to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.11.5: (1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or other applicable securities lawsAct; (2) Prior to the earlier of (i) June 30, 2001 or (ii) six (6) months after the effective date of the Company’s first registered registration statement for a public offering of its equity securitiesCommon Stock (other than a registration statement relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Commission Rule 145 transaction); (3) During the period starting with the date sixty (60) days prior to the Company’s 's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction under Rule 145 promulgated under the Securities Act (“Rule 145”) transaction or with respect to an employee benefit plan), including, without limitation, a registration pursuant to this Section 1, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effectiveeffective and that the Company's estimate of the date of filing such registration statement is made in good faith; provided, however, that the Company shall not utilize defer a registration pursuant to this right Section 1.5(a)(ii)(3) more than once in any twenty-four twelve (2412) month period;. (4) After the Company has effected two (2) such registrations pursuant to this subparagraph 9.1(a1.5(a), and such registrations have been declared or ordered effectiveeffective and the securities offered pursuant to such registrations have been sold; or (5) If the Initiating Company shall furnish to such Warrant Holders may dispose a certificate, signed by the President of shares the Company, stating that in the good faith judgment of Registrable Securities pursuant the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement on Form F-3 pursuant to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 1.5 shall be deferred for a single period not to exceed one hundred-twenty (120) days from the date of receipt of written request made under Section 9.3 hereoffrom the Warrant Holders; provided, however, that the Company shall not make such certification more than once in any twelve (12) month period. Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Warrant Holders.