Common use of Company Registration Clause in Contracts

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including including, for this purpose purpose, a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration) (a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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“Piggyback Registration”), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice is given by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 8Subsection 2.3, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registeredincluded in such registration. Registration pursuant The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 shall Subsection 2.2 before the effective date of such registration, whether or not be deemed to be a demand registration as described in Section 2 above. If a any Holder decides not has elected to include all or any of its Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.7. Notwithstanding the foregoing, assuming a Requesting Investor has given notice of its desire to participate in such registration, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Requesting Investor and, thereupon, (a) in the case of a determination not to register the Company’s securities for its own account, such Holder shall nevertheless continue be relieved of its obligation to have the right to include register any Registrable Securities in any subsequent registration statement or registration statements as may be filed by connection with such registration, and (b) in the case of a determination to delay registering the Company’s securities for its own account, all upon the terms and conditions set forth herein. There shall be no limit on permitted to delay registering any Registrable Securities for the number same period as the delay in registering such other securities to be sold for the account of times the Holders may request Company. No registration effected under this Subsection 2.2 shall (i) relieve the Company of its obligations to effect any Registration under Subsections 2.1(a) or 2.1(b) herein, or (ii) entitle the Company to treat Registrable Securities differently in any such decision not to register or to delay pursuant to this Subsection 2.2(a). Subject to Subsection 2.1(e), the failure to register or to delay registration of Registrable Securities securities under this Section 3Subsection 2.2 shall not obligate the Company to pay any Liquidated Damages pursuant to Subsection 2.1(c).

Company Registration. If (but without any obligation to do so) SalesLogix proposes, after the Company proposes date of this Agreement, to register (including for this purpose a registration effected by the Company SalesLogix for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersSymantec) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or SalesLogix stock plan; (ii) a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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 (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered); including (but not limited to) any registration made pursuant to Section 1.2(a) of the Amended and Restated Investors' Rights Agreement dated June 4, 1998, as amended as of April 22, 1999 (the "Restated Existing Agreement"), the Company shall, SalesLogix shall at such time, time promptly give each Holder, Hony Holder and Existing Holder Symantec written notice of such registration. Upon the written request of each Holder Symantec given within twenty (20) days after mailing of such notice by the Company SalesLogix in accordance with the AgreementSection 3.5, the Company SalesLogix shall, subject to the provisions of Section 8Sections 1.8 and 1.10, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder Symantec has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder Symantec decides not to include all or any of its Registrable Securities in such any registration statement thereafter filed by the CompanySalesLogix, such Holder Symantec shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by SalesLogix with respect to offerings of its securities (whether for itself or secondary offerings for the Companybenefit of other stockholders), all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. 3.1 If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities, either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a security holder or holders exercising their respective registration rights, other than: (other than i) a registration relating solely to the sale of securities to participants in a Company share option, share purchase employee benefit plans on Form S-8 (or similar plan successor form); or (ii) a transaction covered by registration on Form S-4 (or similar successor form) relating solely to a Commission Rule 145 under the Securities Acttransaction, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, will: (a) promptly give each Holder, Hony Holder and Existing Holder Investors written notice of such registration. Upon the written request of each Holder given within twenty thereof; and (20b) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its reasonable best efforts to cause include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities specified in a written request to be registered under Company made within 15 business days after receipt of such written notice by Investors. 3.2 If the Securities Act all registration of securities pursuant to this Section 3 is underwritten, Company shall so advise Investors as a part of the Registrable Securities that each written notice given under Section 3.1(a). In such Holder has requested event, Investors' right to be registered. Registration registration pursuant to this Section 3 shall not be deemed to be a demand registration as described conditioned upon Investors' participation in Section 2 above. If a Holder decides not to include all or any such underwriting and the inclusion of its Registrable Securities in the underwriting shall be subject to the limitations provided herein. Company (together with the participating Investors) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by Company. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, Company shall so advise the holders of securities who have requested to include their securities in such registration, and the number of shares to be included in such registration shall be reduced by such minimum number of shares as is necessary to comply with such limitation, as follows: (a) if the Companyregistration was initiated for the account of any security holder or holders other than Investors (the "Initiating Holders"), such Holder the number of shares reduced shall nevertheless continue be (A) first, any shares sought to be registered by Company for its own account, (B) second, if further reductions are required, any shares sought to be registered by holders of securities other than the Initiating Holders who have the right requested to include any Registrable Securities their securities in any subsequent registration statement or registration statements as may be filed by the Companysuch registration, all upon the terms and conditions set forth herein. There shall be no limit pro rata based on the number of times shares requested to be included in such registration, and (C) third, if still further reductions are required, any securities sought to be registered by the Holders may request Initiating Holders. (b) if the registration was initiated by Company for its own account, the number of Registrable Securities under this Section 3shares reduced shall be: (A) first, any shares sought to be registered by holders of securities who have requested to include their securities in such registration, pro rata based on the number of shares requested to be included in such registration; and (B) second, if further reductions are required, shares sought to be registered by Company for its own account.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any shares of its shares Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to employees pursuant to stock option awards and/or to participants in a Company share optionemployee benefit or stock plan, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information, other than information related to the selling stockholders or their plan of distribution, as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of the immediately preceding sentence and Section 87(h) hereof, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be so registered. Registration Notwithstanding anything herein to the contrary, in the case of a registration required to be undertaken by the Company pursuant to this Section 3 the Preferred Rights (a "Limited Piggyback Registration"), the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right required to include any Registrable Securities in such Limited Piggyback Registration if either (i) the Preferred Holders (whose determination shall be made by Preferred Holders holding a majority of the securities covered by such demand registration rights which are to be included in such registration) or the managing underwriter (in the case of an underwritten offering) determine in good faith that the inclusion of any subsequent or all of the Registrable Securities would be detrimental to the offering of the Preferred Holders' securities or any securities to be sold in such registration statement or registration statements as may be filed by for the Company, all upon the terms and conditions set forth herein. There shall be no limit on 's account or (ii) the number of times Other Securities to be included in such registration would be reduced by the Holders may request registration inclusion of the Registrable Securities in such registration. In the event the number of shares of Registrable Securities under requested by Holders to be included in a registration is reduced by application of the immediately preceding sentence, the number of Registrable Securities to be included in the registration statement shall be allocated among the Holders who have provided the notice required by this Section 37(c) in proportion (as nearly as practicable) to the number of Registrable Securities requested to be included in such registration by such Holder and which would be eligible for inclusion in such registration but for the application of the immediately preceding sentence.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing HoldersRequesting Shareholders) any of its ordinary shares under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) the IPO, (ii) a registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plan approved by the board of directors of the Company, share purchase or similar plan or (iii) a transaction covered by Rule 145 under the Securities ActAct approved by the board of directors of the Company, (iv) a registration in which the only shares securities being registered are Ordinary Shares ordinary shares of the Company issuable upon conversion of debt securities which are also being registered, registered or (v) any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder the Shareholders written notice of such registration. Upon the written request of each Holder any Shareholder given within twenty fourteen (2014) days after mailing of such notice by the Company in accordance with the AgreementSection 2.3, the Company shall, subject to the provisions of Section 81.7, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder Shareholder has requested to be registered; provided, that (i) such request shall specify the number of Registrable Securities to be registered and, in the case of an underwritten offering, contain a statement that such Shareholder agrees to the Company’s selection of managing underwriter and (ii) the Company will have first priority to issue ordinary shares on Company-initiated registrations and, in the case of an underwritten offering, 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 Shareholders, and the number of Registrable Securities to be included by the Shareholders in such underwriting shall be reduced pro rata among the participating Shareholders. Registration The Company has the right to withdraw any offering prior to the effective date thereof without liability to a Shareholder. If, following delivery of notice by the Company pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides 1.3, any of the Shareholders decide not to include any or all or any of its their Registrable Securities in such any registration statement filed by the Company, such Holder Shareholders shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the CompanyCompany with respect to offerings of their securities, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar stock plan approved by the Board of Directors of the Company or a transaction covered by Rule 145 under the Securities ActAct approved by the Board of Directors of the Company, a registration in which the only shares stock being registered are Ordinary Shares is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder all other holders of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of preferred stock of the Company) with registration rights ("Other Shares") written notice of such registration. Upon the written request of each Holder of Registrable Securities or holder of Other Shares given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with the AgreementSection 3.3, the Company shall, subject to the provisions of Section 81.8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include any or all or any of its Registrable Securities in such any registration statement filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the CompanyCompany with respect to offerings of its securities, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersHolder) any of its shares Common Stock under the Securities 1933 Act in connection with the public offering of such securities solely or substantially for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on Form S-4 or on any other form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing the Holder written notice of such registrationregistration in accordance with subparagraph 12(c) hereof. Upon the written request of each the Holder given within twenty thirty (2030) days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shallshall use its best efforts, subject to the provisions of Section 8Paragraph 6, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such the Holder has requested to be registered. Registration pursuant to this Section 3 ; provided that the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include postpone or withdraw any registration effected pursuant to this Paragraph 2 without obligation to the Holder. Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right to defer the initial filing or effectiveness of the Registration Statement (A) for such reasonable period of time until the Company receives or prepares financial statements for the fiscal period most recently ended prior to such written request, if necessary to avoid the use of stale financial statements, or (B) if the Company would be required to divulge in such Registration Statement the existence of any fact relating to a material business situation, transaction or negotiation not otherwise required to be disclosed or if the Board of Directors of the Company shall determine in good faith that the registration to be effected would not be in the best interest of the Company. The Company may impose stop-transfer instructions with respect to the Registrable Securities in for any subsequent registration statement or registration statements as may be filed by period of suspension of effectiveness of the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3Registration Statement.

Company Registration. (i) If (but without any obligation to do so) the Company proposes shall determine to register (including any of its equity securities either for this purpose a registration effected by its own account or for the Company for shareholders account of Other Stockholders, other than the HoldersShelf Registration, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionbenefit plans, share purchase or similar plan or a transaction covered by registration relating solely to a Commission Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredtransaction, or any a registration on any registration form which does not permit secondary sales or 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), the Company shallwill: (A) promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders within ten (10) business days after the giving of the written notice from the Company described in clause (i) above, except as set forth in Section 2(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such timewritten notice of its intention to effect such registration and prior to the effective date of the registration statement filed in connection with such registration, promptly the Company shall determine for any reason not to register such equity securities the Company may, at its election, give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon determination to the written request of each Holder given within twenty (20) days after mailing of such notice by Holders and thereupon the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to shall be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any relieved of its obligation to register such Registrable Securities in connection with the registration of such equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein), without prejudice, however, to the rights (if any) of Holders immediately to request that such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent be effected as a registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 32(a) hereof.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including including, for this purpose purpose, a registration effected by the Company for shareholders stockholders other than the Holders, such including pursuant to any Other Registration Rights Agreement (as the Hony Holders or the Existing Holdersdefined below)) any of its shares securities under the Securities Act or consummate an underwritten offering pursuant to a previously filed registration statement (in connection with the public offering of such securities solely for cash (each case other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesan Excluded Registration), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registrationregistration or underwritten offering. Upon the written request of each Holder given within twenty (20) days after mailing of such notice is given by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 82.3, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registeredincluded in such registration and/or use its commercially reasonable efforts to include all of the Registrable Securities that each such Holder has requested to be included in such registration or underwritten offering. Registration If the registration referred to in this Section 2.2 is proposed to be underwritten or the Company proposes to consummate an underwritten offering pursuant to a previously filed registration statement (in each case other than in an Excluded Registration), the Company will so advise the Holders as a part of the written notice given pursuant to this Section 3 2.2 and the terms of Section 2.3 shall apply to such underwritten offering. The Company shall have the right to terminate or withdraw any registration or underwritten offering initiated by it under this Section 2.2 before the effective date of such registration or offering, as applicable, whether or not be deemed to be a demand registration as described in Section 2 above. If a any Holder decides not has elected to include all or any of its Registrable Securities in such registration or underwritten offering. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the CompanyCompany in accordance with Section 2.6. No withdrawn registration shall count as one of the permitted Demand Registrations granted to the Holders under this Agreement. If the Company proposes to register (including, such Holder for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act pursuant to an Excluded Registration, the Company shall nevertheless continue to have the right not be required to include any of the Holders’ Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3such offering.

Company Registration. If (but without If, at any obligation to do so) time after the 180th day following the Effective Date through the tenth anniversary of such Effective Date, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 Common Stock under the Securities Act, for its own account or for the account of any holder of its securities other than Registrable Shares, on a form that would permit registration in of Registrable Shares for sale to the public under the Securities Act, then prior to such filing the Company will give written notice to all Holders of its intention to do so, and upon the written request of a Holder or Holders given within 20 days after the Company provides such notice (which request will state the only shares being registered are Ordinary Shares issuable upon conversion intended method of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale disposition of the such Registrable SecuritiesShares), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, will use its best commercially reasonable efforts to cause all Registrable Shares that the Company has been requested to register to be registered under the Securities Act all to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the Registrable Securities that each request of such Holder has requested Holder(s); provided that, the Company will have the right to be registered. Registration postpone or withdraw any registration initiated by the Company pursuant to this Section 3 shall not be deemed 3.1 without obligation to any Holder. In the case of any registration in which no shares issued by the Company are to be included, the Holders of a demand registration as described in Section 2 above. If a Holder decides not majority of the Registrable Shares requested to include all or any of its Registrable Securities be included in such registration pursuant to this Section 3.1 may withdraw such request at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such request to withdraw. In the case of any registration in which shares issued by the Company are to be included, the Holders of a majority of the Registrable Shares requested to be included in such registration pursuant to this Section 3.1 may withdraw such request at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such request to withdraw provided that (a) there has been a material decrease in the trading price of the Company, ’s Common Stock since the date notice of the registration was given to such Holder shall nevertheless continue Holders pursuant to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed this Section 3.1 and (b) such withdrawal is approved by the Company, all upon Holders of a majority of the terms and conditions set forth herein. There shall be no limit on the total number of times the Holders may request registration Apax Registrable Shares outstanding as of Registrable Securities under this Section 3such date.

Company Registration. a. If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (securities, other than its initial public offering, or a registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a transaction covered by registration relating to a corporate reorganization or other transactions under Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered145, or any a registration on any registration form which 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)permit secondary sales, the Company shall, at such time, will: (1) promptly give to each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty thereof; and (202) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered include in such registration (and any related qualification under the Securities Act blue sky laws or other compliance), except as set forth in Section 3(b) below, and in any underwriting involved therein, all of the Registrable Securities that each specified in a written request or requests, made by any Holder and received by the Company within ten (10) days after the written notice from the Company described in clause (1) above is mailed or delivered by the Company. Such written request may specify all or a part of a Holder's Registrable Securities. b. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3(a)(1). In such event, the right of any Holder has requested to be registered. Registration registration pursuant to this Section 3 shall not be deemed to be a demand registration as described conditioned upon such Holder's participation in Section 2 above. If a Holder decides not to include all or any such underwriting and the inclusion of its such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. (1) Notwithstanding any other provision of this Section 3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 11. If any person does not agree to the terms of any such Holder underwriting, he shall nevertheless continue be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (2) If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to all persons who have retained the right to include any Registrable Securities securities in any subsequent the registration statement or the right to include additional securities in the registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on in an aggregate amount equal to the number of times shares so withdrawn, with such shares to be allocated among the Holders may request registration of Registrable Securities under this persons requesting additional inclusion in accordance with Section 311 hereof.

Company Registration. If (If, but without any obligation to do so) , the Company proposes to register (including for this purpose a registration effected register, including, without limitation, in connection with the Initial Public Offering, any shares of Common Stock or other securities issued by it on behalf of itself or any other shareholders of the Company (“Other Securities”) for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person) on a form which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give prompt written notice to the Investor of its intention to do so, which notice the Investor shall keep confidential, and upon the written request of any Investor delivered to the Company within twenty (20) Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor) the Company will use its commercially reasonable efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by any such Investor; provided, that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to the Investor who have submitted a written request pursuant to this Section 2.1 and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Expenses other than Selling Expenses to the extent incurred in connection therewith as provided in Section 2.2); (b) the Company will not be required to effect any registration of Registrable Securities requested to be registered pursuant to this Section 2.1 if the Company shall have been advised by the lead underwriter in connection with the public offering of the Other Securities that the registration of such securities solely for cash (other than a registration relating solely Registrable Securities at that time would jeopardize the success of the offering of the Other Securities; provided however, that if an offering of some but not all of the shares requested to be registered pursuant to this Section 2.1 would not jeopardize the sale success of securities to participants in a Company share optionthe offering of the Other Securities by the Company, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only aggregate number of shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required requested to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice offering by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration Investor submitting a request pursuant to this Section 3 2.1 shall be reduced accordingly with such shares being allocated among such Investor and any Permitted Transferee(s) (as hereinafter defined) in proportion (as nearly as practicable and rounded to the nearest 100 shares) to the number of Registrable Securities owned by such Investor and Permitted Transferee(s); further provided, however, that, notwithstanding the foregoing, in no event shall the number of Registrable Securities to be included in such offering on behalf of the Investor submitting a request pursuant to this Section 2.1 be reduced to less than 30% of the shares of Common Stock requested to be registered purchased by such Investor; and (c) the Company shall not be deemed required to be a demand registration as described in Section 2 above. If a Holder decides not to include all or effect any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 32 incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act.

Company Registration. If (i) If, at any time (but without any obligation to do so) ), the Company proposes to register any of its Common Stock, Rights or other equity securities under the Securities Act on Form S-1, Form S-2 or Form S-3 (including or an equivalent general registration form then in effect) for purposes of an offering or sale by or on behalf of the Company of its Common Stock, Rights or other equity securities for its own account, then each such time the Company shall, at least 20 business days prior to the time when any such registration statement is filed with the SEC, give prompt written notice to the Holders of its intention to do so. Such notice shall specify, at a minimum, the number and class of shares, Rights or other equity securities so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, Rights or other equity securities, any proposed managing underwriter or underwriters of such shares, Rights or other equity securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written direction of any Holder or Holders, given within 15 business days following the receipt by such Holder of such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall include in such registration statement any or all of the Registrable Securities then held by such Holder requesting such registration (a "SELLING HOLDER") to the extent necessary to permit the sale or other disposition of such number of Registrable Securities as such Selling Holder has so directed the Company to be so registered. Notwithstanding the foregoing, the Holders shall not have any right under this purpose a Section 2(b)(i) if the registration proposed to be effected by the Company for shareholders (A) is initiated at the request of a person other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating Company and relates solely to the sale of Common Stock, Rights or other equity securities by such person or (B) relates solely to participants in shares of Common Stock, Rights or other equity securities that are issuable (1) solely to officers or employees of the Company or any subsidiary thereof pursuant to a Company share bona fide employee stock option, share purchase bonus or similar other employee benefit plan or (2) as direct consideration in connection with a transaction covered by Rule 145 under merger, exchange offer or acquisition of a business. (ii) In the Securities Actevent that the Company proposes to register shares of Common Stock, a registration Rights or other equity securities for purposes of an offering described in which the only shares being registered are Ordinary Shares issuable upon conversion first sentence of debt securities which are also being registeredSection 2(b)(i), or and any registration on any form which does not include substantially managing underwriter shall advise the same information as would be required to be included Company and the Selling Holders in a writing that, in its opinion, the inclusion in the registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act some or all of the Registrable Securities that each such Holder has requested sought to be registered. Registration pursuant to this Section 3 shall not registered by such Selling Holders creates a substantial risk that the price per unit the Company will derive from such registration will be deemed materially and adversely affected or that the number of shares, Rights or securities sought to be a demand registration as described registered (including, in Section 2 above. If a Holder decides not addition to include all or any of its Registrable Securities in such registration the securities sought to be registered by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities sought to be included in any subsequent such registration statement by the Selling Holders) is too large a number to be reasonably sold, then the Company will include in such registration statement such number of shares, Rights or registration statements securities as may the Company and such Selling Holders are so advised can be filed by sold in such offering without such an effect (the "OFFERING MAXIMUM NUMBER"), as follows and in the following order of priority: (A) first, such number of shares, Rights or securities as the Company, all upon in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, and (B) second, if and to the terms and conditions set forth herein. There shall be no limit on extent that the number of times shares, Rights or securities to be registered under clause (A) is less than the Holders may request registration of Offering Maximum Number, Registrable Securities of each Selling Holder, allocated pro rata and without any priority as between the Selling Holders, in proportion to the number sought to be registered by each Selling Holder relative to the number sought to be registered by all the Selling Holders, that, in the aggregate, when added to the number of shares, Rights or securities to be registered under clause (A), equals the Offering Maximum Number. (iii) The Company shall have no obligation under this Section 32(b) to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to the Holders for its failure to do so.

Company Registration. If The Holder shall have certain "Piggy-back" registration rights with respect the Registrable Securities as hereinafter provided: (but without a) At any obligation to do so) time or times the Company proposes determines to register file with the Securities and Exchange Commission (including for this purpose "SEC"') a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares statement under the Securities Act registering any shares of its common stock $.02 par value ("Common Stock"), the Company shall give written notice to the Holder prior to such filing. (b) Within fifteen (15) days after such notice from the Company, the Holder shall give written notice to the Company whether or not the Holder desires to have all of the Holder's Registrable Securities included in connection with the public registration statement. If the Holder fails to give such notice within such period, the Holder shall not have the right to have its Registrable Securities registered pursuant to such registration statement. If the Holder gives such notice, then the Company shall include the Holder's Registrable Securities in the registration statement, at the Company's sole cost and expense, subject to the remaining terms of this Section 2. (c) If the registration statement relates to an underwritten offering, and the underwriter shall determine in writing that the total number of Shares to be included in the offering, including the Registrable Securities, shall exceed the amount which the underwriter deems to be appropriate for the offering, the number of shares of the Registrable Securities shall be reduced in the same proportion as the remainder of the shares in the offering of and the Holder's Registrable Securities included in such registration statement will be reduced proportionately. For this purpose, if other securities solely for cash (other than a in the registration statement are derivative securities, their underlying shares shall be included in the computation. The Holder shall enter into such agreements as may be reasonably required by the underwriters and the Holder shall pay to the underwriters commissions relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Holder's Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony . (d) The Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty this Warrant shall have two (202) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject opportunities to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of have the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities registered under this Section 32. (e) The Holder shall furnish in writing to the Company such information as the Company shall reasonably require in connection with a registration statement.

Company Registration. 3.1 If (but without any obligation to do so) the Company proposes proposes, commencing nine months after the Closing, to register (including including, for this purpose purpose, a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Actstock plan, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, relating to a corporate reorganization or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale other transaction under Rule 145 of the Registrable SecuritiesAct), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder who holds Registerable Securities a written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 85, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant . 3.2 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company. 3.3 In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 3 to include any of the securities of the Holders in such underwriting unless they accept the terms of the underwriting, in customary form, as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company and approved by holders of at least a majority of the Registrable Securities, which approval shall not be unreasonably withheld, and then only in such quantity as the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion could materially and adversely jeopardize the success of the offering by the Company, then the Company shall be required to include in the offering only that number of securities, including Registrable Securities, that the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering (the securities so included to be (i) first the securities which the Company proposes to register, (ii) second, if remaining, pro rata among the Holders exercising their piggyback registration rights pursuant to Section 3.1 above based on their holdings of the Registrable Securities. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities are first excluded. 3.4 For purposes of the preceding parenthetical concerning apportionment, for any stockholder that is a Holder of Registrable Securities that is a partnership or corporation, the Affiliates, partners, retired partners and stockholders of such Holder, or the estates and family members of any such Affiliates, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand registration single “Holder”, as described in Section 2 above. If a Holder decides not applicable, and any pro-rata reduction with respect to include all or any such “Holder” shall be based upon the aggregate amount of its the applicable class of Registrable Securities in owned by all such registration by the Company, such Holder shall nevertheless continue to have the related entities and individuals. 3.5 The right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 33 may be used for an unlimited number of times.

Company Registration. If (but without any obligation 4.1 Subject to do so) Section 4.2, whenever the Company proposes to register file a Registration Statement (including for this purpose purpose, a registration effected by the Company for shareholders stockholders other than the Holdersholders of Registrable Shares) at any time and from time to time, it will, prior to such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such timefiling, promptly give each Holder, Hony Holder and Existing Holder written notice to all Stockholders of such registration. Upon its intention to do so and, if the Company receives the written request of each Holder given any Stockholder holding Registrable Shares within twenty (20) days after mailing of such notice by the Company in accordance with the Agreementprovides such notice, the Company shall, subject to the provisions of Section 8, shall use its best efforts to cause all Registrable Shares that the Company has been requested by such Stockholder or Stockholders to be registered under the Securities Act all of to the Registrable Securities extent necessary to permit their sale or other disposition; provided, however, that each such Holder has requested the rights set forth in this Section 4 shall not apply to Registration Statements to be registered. Registration filed pursuant to Section 3 hereof; and provided further that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 4 without obligation to any Stockholder. 4.2 In connection with any offering under this Section 4 involving an underwriting, the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right required to include any Registrable Securities Shares in any subsequent registration statement or registration statements as may be filed by such underwriting unless the Company, all upon holders thereof accept the terms of the underwriting as reasonably agreed upon between the Company and conditions set forth hereinthe underwriter(s) selected by it. There shall be no limit on If the underwriter advises the holders of Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of times shares to be underwritten, then the Holders may request Company shall exclude from such registration of Registrable Securities (a) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities, (b) second, securities held by any Person with such contractual rights other than those granted under this Section 3Agreement, (c) third, shares held by the holders of Other Registrable Shares pro rata among such holders on the basis of the respective number of Other Registrable Shares requested to be included in such registration and (d) fourth, shares held by the holders of Preferred Registrable Shares pro rata among such holders on the basis of the respective number of Preferred Registrable Shares requested to be included in such registration, but in no event shall the amount of Preferred Registrable Shares included in the offering pursuant to this clause (d) be reduced below thirty percent (30%) of the total amount of securities included in such offering unless such offering is the initial public offering of the Company’s securities and no other stockholder has included shares in such registration.

Company Registration. If The Company shall, as expeditiously as reasonably possible: (but without any obligation to do soa) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection Prepare and file with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in SEC a registration statement covering the sale of with respect to the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder Securities and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days following the last exercise of the Warrants or until the distribution contemplated in the Registration Statement has been completed; provided, however, that in the case of any registration of Registrable Securities which are intended to be registered offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous basis, and provided further that applicable rules under the Securities Act all governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that each such Holder has requested to be registered. Registration pursuant to this Section 3 the Company shall not be deemed required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. (e) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a demand registration as described in Section 2 above. If a Holder decides not to include all or any result of its Registrable Securities which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (f) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company, such Holder shall nevertheless continue to have the right to include any Company are then listed. (g) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in any subsequent registration statement or registration statements as may be filed by each case not later than the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number effective date of times the Holders may request registration of Registrable Securities under this Section 3such registration.

Company Registration. If (but without If, at any obligation to do so) time, the Company proposes to register (including for this purpose a registration effected by under the Company for shareholders other than 1933 Act, or register or qualify under the Holderslaws of any state, such as the Hony Holders or the Existing Holders) any of its shares Common Stock or securities convertible into or exercisable for Common Stock, on a form under the Securities 1933 Act in connection with permitting registration of secondary offerings, it will each such time give written notice of its intention to do so to each of the Holders. In the case of the registration for the initial public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)Company’s stock, the Company shallwill give the Holders at least 30 days prior written notice of the proposed filing of the registration statement; and in the case of all subsequent registrations, the Company will give the Holders at such time, promptly give each Holder, Hony Holder and Existing Holder least 20 days prior written notice of such registrationproposed filing. Upon If a Holder desires to participate in such registration or qualification of Common Stock, or other securities, it shall notify the written request Company, within 20 days in the case of each Holder given within twenty (20) the initial registration and 15 days after mailing in the case of such notice by subsequent registrations, of the number of shares of Registrable Securities which it desires to have so included. In the event the Company in accordance decides to proceed with the Agreementsuch registration or qualification, the Company shallwill, subject to the provisions of Section 8at its sole expense, use its best efforts to cause all such Registrable Securities to be registered or qualified to permit the sale thereof; provided, however, that if, in connection with the offering by the Company of Common Stock, or securities convertible into or exercisable for Common Stock, pursuant to a registration under the 1933 Act, the underwriter thereof shall impose a limitation on the number of shares of the Company’s stock or securities which may be included in any such registration statement because, in its judgment, the inclusion of such shares would materially and adversely affect such public offering, then the Company shall be obligated to include in such registration statement only such portion of the Registrable Securities requested to be registered under this Section 8 as the Securities Act underwriter permits; provided that all other securities other than those offered for the Company’s own account shall first be excluded from the registration statement and provided further that not more than 65% of the shares to be included in such registration statement shall be shares to be sold by the Company except that the Company may include greater than 65% of the shares to be included in such registration to the extent the aggregate of all such shares to be included therein, after allowing therein all securities offered other than by the Company, is less than the total number of shares permitted to be included by the underwriters. Such limitation will be imposed pro rata with respect to all Registrable Securities that each such Holder as to which inclusion has been requested to be registered. Registration pursuant to this Section 3 8.2. The Company shall bear all of the expense of all registrations pursuant to this Section 8.2, except for the pro rata portion of brokerage or underwriters discounts or commissions relating to the shares sold on behalf of the Holders or Other Holders and the fees and expenses of any one special counsel retained by such Holders or Other Holders. It shall not be deemed to be a demand registration as described in Section 2 above. If default of this Agreement if any such underwriter shall (a) establish a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit limitation on the number of times shares allowed to participate in any public offering of the Holders may request registration Company’s stock which are not being sold for the Company’s account (subject to the 65% limitation referred to above), or (b) shall require the holders of Registrable Securities under this Section 3the Company’s stock, other than the Company, to agree to refrain from selling their stock to members of the public for some reasonable period of time (no longer than 180 days) after the date on which the Company’s stock is first offered to the public (so called lock-up provisions), or (c) shall establish any other reasonable limitations or restrictions applicable to the holders of the Company’s stock, as a condition to consummating the public offering.

Company Registration. (i) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under equity securities either for its own account or for the Securities Act in connection with the public offering account of such securities solely for cash (an Other Stockholder, other than a registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a transaction covered by registration relating solely to a Rule 145 transaction under the Securities Act, or a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any registration form which does not permit secondary sales or 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), the Company shall, at such time, will: (1) promptly give to each Holder, Hony Holder and Existing Holder of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such registration. Upon securities under the applicable blue sky or other state securities laws); and (2) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request of each Holder given or requests (subject to Section 3(a)(i) hereof), made by the Holders within twenty fifteen (2015) days after mailing receipt of such the written notice by from the Company described in accordance with the Agreementclause (1) above, the Company shall, subject to the provisions of except as set forth in Section 8, use its best efforts to cause to be registered under the Securities Act 2(b)(iii) below. Such written request may specify all or a part of the Holders’ Registrable Securities that each such Securities. In the event any Holder has requested to be registered. Registration requests inclusion in a registration pursuant to this Section 3 2(b) in connection with a distribution of Registrable Securities to its partners or members, the registration shall not be deemed provide for the resale by such partners or members, if requested by such Holder. (ii) For the avoidance of doubt, to be a demand registration as described in Section 2 above. If a Holder decides not to include all or the extent the Company registers any of its equity securities for the account of any Initiating Holder in connection with an underwritten offering pursuant to Section 2(a)(ii), the “cutback” provisions of Section 2(a)(ii) (and not the “cutback” provisions of Section 2(b)(iii)) shall apply to the inclusion of Holders’ Registrable Securities and any securities of any Other Stockholder in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3offering.

Company Registration. If (but without any obligation to do so) Effective from the expiration of the Lock-Up Term, the Company proposes shall notify each Investor that holds Registrable Securities in writing at least ten (10) days prior to register the filing of any Registration Statement related to an Underwritten Offering including shares of Common Stock by one or more selling stockholders (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing HoldersInvestors) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give “Registration Notice”) and will afford each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shallInvestor an opportunity, subject to the provisions terms and conditions of Section 8this Agreement, use its best efforts to cause include in such Registration Statement the number of Registrable Securities then held by such Investor that such Investor wishes to be registered under the Securities Act include in such Registration Statement. Each Investor desiring to include in any such Registration Statement all or any part of the Registrable Securities that each held by such Holder has requested Investor shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Investor wishes to be registered. include in such Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 aboveStatement. If a Holder an Investor decides not to include all or any of its Registrable Securities in such registration any Registration Statement thereafter filed by the Company, such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the CompanyCompany with respect to offerings of its securities, all upon the terms and conditions set forth herein. There Each Investor shall keep confidential and not disclose to any Third Party (i) its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. The right of any such Investor to include Registrable Securities in a registration statement pursuant to this Section 9.2(b) shall be no limit on conditioned upon such Investor’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting to the extent provided herein. The Investors proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 9.2(b), if the managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of times the Holders may request registration shares of Registrable Securities to be included in such Underwritten Offering and advises the Investors of such determination in writing, then the managing underwriter may exclude shares (including up to 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of Investors requesting inclusion of their Registrable Securities in such Registration Statement and all other stockholders selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by each such Investor or other stockholder. Notwithstanding the foregoing, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 39.2(b) prior to the effectiveness of such registration whether or not any Investor has elected to include securities in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares Ordinary Shares or other equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to of participants in a Company share optionplan, share purchase a registration relating to a corporate reorganization or similar plan or a transaction covered by under Rule 145 under of the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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, a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered or a registration on Form F-1 relating solely to the sale of securities upon the expiration of any lock-up period applicable to such securities in accordance with the terms of a lock-up agreement entered into with the underwriters of the IPO), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after the mailing of such notice by the Company in accordance with the AgreementSection 3.05, the Company shall, subject to the provisions of Section 82.03(c), use its best all commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder requests to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.03 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section Section 2.07 hereof. (c) In connection with any public offering of Ordinary Shares or other Company equity securities by the Company involving an underwriting, the Company shall not be required under this Section 2.03 to include any of a Holder’s securities in such underwriting unless such Xxxxxx accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering, exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other shareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registeredregistered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Registration pursuant to this Section 3 Notwithstanding the foregoing, in no event shall not the amount of Registrable Securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering. For purposes of the preceding sentence concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, members, retired partners and shareholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand registration as described in Section 2 above. If a Holder decides not single “selling Holder,” and any pro rata reduction with respect to include all or any of its Registrable Securities in such registration by the Company, such Holder “selling Holder” shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all based upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration aggregate amount of Registrable Securities under this Section 3owned by all such related entities and individuals.

Company Registration. (i) If (but without at any obligation time or from time to do so) time, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities, either for its own account or for the Securities Act in connection with the public offering account of such securities solely for cash (a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to the sale employee benefit plans, or (ii) a registration of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)Transaction, the Company shall, at such time, will: (1) promptly give to each Holder, Hony Holder and Existing Holder written notice of thereof; and (2) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration. Upon , all the Registrable Securities specified in a written request of each Holder given or requests received within twenty (20) days after mailing receipt of such written notice from the Company by any Holder. (ii) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the Agreementabove provisions, the Company shall, subject to or the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as underwriters may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on round the number of times shares allocated to any Holder to the Holders nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may request registration of Registrable Securities under this Section 3elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. If (but without any obligation to do so) the Company at any time proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than an Initial Public Offering or a registration statement relating solely either to the sale of securities to participants in employees of the Company pursuant to a Company share stock option, share stock purchase or similar plan or a transaction covered by SEC Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiestransaction), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder at least thirty (30) days written notice of such registrationits intention to do so. Upon the written request of each Holder given within twenty (20) days after mailing receipt of such notice by the Company Holder in accordance with the AgreementSection 5.7, the Company shall, subject to the provisions of Section 8, shall use its reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration ; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to this Section 3 shall not be deemed such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of Registrable Securities) to a demand number deemed satisfactory by such managing underwriter; and provided further, that the shares to be excluded shall be determined in the following order of priority: (i) first, securities held by any Persons not having any such contractual, incidental registration as described in Section 2 above. If a Holder decides rights, (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not to include all or any of its this Agreement and (iii) third, Registrable Securities in such registration held by the Company, such Holder Investors; provided that in no event shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration amount of Registrable Securities under this Section 3of the selling Investors be included in such delivery be reduced below Twenty Percent (20%) of the total amount of securities to be included in such offering, in which case, the Investors may be excluded if any managing underwriter advises as provided above and no other stockholder's securities are included.

Company Registration. If (but without any obligation to do soa) Each time the Company proposes shall determine to register (including for this purpose file a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares statement under the Securities Act (other than on Form X-0, X-0 or a registration statement on Form S-1 covering solely an employee benefit plan) in connection with the public offering proposed offer and sale for money of such any of its securities solely either for cash (its own account or on behalf of any other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)security holder, the Company shall, at such time, agrees to give promptly give each Holder, Hony Holder and Existing Holder written notice of such registrationits determination to Investor. Upon the written request of each Holder Investor given within twenty thirty (2030) days after mailing the receipt of such written notice from the Company, the Company agrees to cause all such Registrable Securities, which Investor has so requested registration thereof, to be included in such registration statement and registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by Investor of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 2(a) is for a public offering involving an underwriting, the Company agrees to so advise Investor as a part of its written notice. In such event the right of Investor to registration pursuant to this Section 6.2 shall be conditioned upon Investor's participation in such underwriting and the inclusion of Investor's Registrable Securities in the underwriting to the extent provided herein. Investor agrees to enter into (together with the Company and the other holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, provided that such underwriting agreement is in customary form. (c) Notwithstanding any other provision of this Section 6.2, if the managing underwriter of an underwritten distribution advises the Company and Investor in writing that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (i) the number of shares of Registrable Securities and other securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be issued by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration an offering initiated by the Company, which shall have priority over the shares of Registrable Securities), and (ii) such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There reduced number of shares shall be no limit on allocated among Investor and the holders of other securities in proportion, as nearly as practicable, to the respective number of times the Holders may request registration shares of Registrable Securities under this Section 3and other securities held by Investor and other holders at the time of filing the registration statement. All Registrable Securities and other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and shall be withheld from the market by Investor for a period which the managing underwriter reasonably determines is necessary to effect the underwritten public offering.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a security holder or holders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than a registration relating solely to employee benefit plans, or a registration relating to a corporate reorganization or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, the sale Company will: (i) promptly give to each Holder written notice thereof; and (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as section forth in Section 1.3(b) below, and in any underwriting involved therein, all the Registrable Securities (including for this purpose, any Common Stock issuable upon exercise of Class B Warrants, if such warrants have been issued at the time of the notice contemplated by Section 1.3(a)(i)) specified in a written request or requests, made by any Holder and received by the Company within ten days after the written notice from the Company described in clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of the Holder’s Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.3 shall be conditioned upon such Xxxxxx’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participants participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. (c) Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company share optionshall so advise all holders of securities requesting registration, share purchase and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.3(d). If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or similar plan the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a transaction covered by Rule 145 under result of marketing factors, the Securities Act, a Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to allocated among the persons requesting additional inclusion in accordance with Section 1.3(d). (d) If any circumstance in which all of the only Registrable Securities and other shares being registered are Ordinary Shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of debt securities which are also being registered, or shares of any currently unissued series of Preferred Stock of the Company) with registration on any form which does not include substantially rights (the same information as would be required “Other Shares”) requested to be included in a registration statement covering the sale on behalf of the holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities)Securities and Other Shares that may be so included, the Company shallnumber of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and the other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and other selling stockholders, at assuming conversion; provided, however, that such time, promptly give each Holder, Hony Holder allocation shall not operate to reduce the aggregate number of Registrable Securities and Existing Holder written notice of Other Shares to be included in such registration. Upon , if any Holder or other selling stockholder does not request inclusion of the written request maximum number of each Holder given within twenty (20) days after mailing shares of such notice by Registrable Securities and Other Shares allocated to him pursuant to the Company in accordance with the Agreementabove-described procedure, the Company shallremaining portion of his allocation shall be reallocated among those requesting Holders and other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and other selling stockholders, subject to the provisions of Section 8assuming conversion, use its best efforts to cause to and this procedure shall be registered under the Securities Act repeated until all of the shares of Registrable Securities and Other Shares that each such Holder has requested may be included in the registration on behalf of the Holders and other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be registered. Registration included in a registration pursuant to this Section 3 shall not be deemed to be a demand registration as described Agreement in Section 2 above. If a Holder decides not order to include all shares held by stockholders with no registration rights or any shares of its Registrable Securities stock issued to employees, officers, directors or consultants pursuant to the Company’s stock options plans, in order to include such registration by securities registered for the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3’s own account.

Company Registration. If (but without any the obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares Common Stock under the Securities Act (other than a registration on Form S-8 or S-4 or any successor or similar form that does not permit secondary sales) in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)securities, the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the On written request of each Holder given within twenty (20) 10 days after the mailing of such notice by the Company in accordance with the AgreementSection 7(e), the Company shall, subject to the provisions of Section 82(b)(ii), use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 . (i) In connection with any offering involving an underwriting of shares of Common Stock, the Company shall not be deemed to be a demand registration as described in required under this Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right 2(b) to include any Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed on between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. (ii) If the total amount of securities, including the Registrable Securities, to be included in an Underwritten Offering exceeds the amount of securities that the underwriters determine in good faith is compatible with the success of the offering, the Company shall so advise the Holders and the number of shares of Common Stock to be included in the registration shall be allocated pro rata among all Holders requesting inclusion (Initiating and non-Initiating) and holders of other registration rights granted by the Company in such manner as the managing underwriter in such offering may determine. (iii) The registration rights of the Holders under this Section 2(b) may not be transferred or assigned to any subsequent registration statement transferee or registration statements as may assignee. (iv) All expenses incurred in connection with any registration, filing, or qualification of Registrable Securities with respect to the registrations pursuant to this Section 2(b) shall be filed borne by the Company, including (without limitation) all upon registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto and the terms reasonable fees and conditions set forth herein. There shall be no limit on disbursements of counsel for the number Company and the reasonable fees and disbursements, not to exceed $50,000 in the aggregate, of times one separate counsel for the selling Holders hereunder (selected by the Holders may request registration of a majority of the Registrable Securities under this Section 3that are included in the corresponding registration); provided, however, that the selling Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities being registered and transfer taxes on shares being sold by such Holders.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) the initial public offering of the Company’s securities, (ii) a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase or similar plan or (iii) a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which that does not include (by reference or otherwise) substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration on Form S-4), the Company shall, will at such time, time promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each any Holder given within twenty (20) 20 days after mailing receipt of such notice by from the Company in accordance with the Agreementby a Holder, the Company shallwill, subject to the provisions of Section 81.4(b), use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to . (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company will not be required under this Section 3 shall 1.4 to include any of the Holders’ securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters). If the total amount of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company will be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The number of shares of Registrable Securities that may be included in the underwriting will be allocated among all Holders thereof in proportion (as nearly as practicable) to the respective amounts of Registrable Securities of the Company owned by each Holder at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company. If other selling stockholders who are not Qualified Holders request registration of securities in the proposed offering, the Company will reduce or eliminate such other selling stockholders’ securities first before any reduction or elimination of Registrable Securities held by Qualified Holders to be included in such registration. In no event will the amount of securities of the selling Holders included in the offering be reduced below 45% of the total amount of securities included in such offering. For purposes of the provisions concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a limited liability company, partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons that are controlled by, or under common control with a selling stockholder will be deemed to be a demand single “selling stockholder,” and any pro rata reduction with respect to such “selling stockholder” will be based upon the aggregate amount of shares carrying registration as described in Section 2 above. If a Holder decides not to include rights owned by all or any of its Registrable Securities entities and individuals included in such registration by the Company, such Holder shall nevertheless continue to “selling stockholder,” as defined in this sentence. (c) The Company will have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration and will give notice to each Holder who has elected to include securities in such registration as soon as practicable after such termination or withdrawal. The expenses of such withdrawn registration will be borne by the Company in accordance with Section 1.4(d) below. (d) The Company will bear and pay all Registration Expenses incurred in connection with any registration, filing or qualification of Registrable Securities in any subsequent pursuant to this Section 1.4 for each Holder requesting registration statement or registration statements as hereunder (which right may be filed assigned as provided in Section 1.11). Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders and all other registration expenses will be borne by the Company, all upon Holders of such securities pro rata on the terms and conditions set forth herein. There shall be no limit on basis of the number of times the Holders may request registration of Registrable Securities under this Section 3shares so registered or proposed to be registered.

Company Registration. 3.1. If (but without any obligation to do so) the Company proposes to register (including for this purpose file a registration effected by statement with respect to common equity securities of the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a Demand Registration or a registration statement on Form S-8 or S-4 or comparable successor forms or a registration statement relating solely to a dividend reinvestment plan) which is available for use for the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 Registrable Securities under the Securities Act, then the Company shall give written notice of such proposed filing at least 30 days before the anticipated filing date of such registration statement to each Holder, and such notice shall offer each Holder the opportunity to include in such registration statement the Registrable Securities then owned by such Holder, as such Holder may request in writing within 15 days after receipt of the Company's notice (which request shall specify the number of Registrable Securities to be included in such registration statement and the intended method of disposition). The Company shall include in any such registration statement all such Registrable Securities requested to be included. Notwithstanding the foregoing: 3.1.1. if (x) the registration statement relates to an underwritten offering which includes shares to be offered and sold for the account of the Company and (y) the managing underwriter of any such offering advises the Company in writing (with a registration in copy to the Holders and the Other Rights Holders) that the total number of shares which the only Company, the Holders, and other Persons whose contractual rights (now existing or hereafter granted) give them the right to be included in such registration (the "Other Rights Holders") -------------------- intend to include in such offering is sufficiently large to affect materially and adversely the ability of such underwriter to complete successfully an offering that does not significantly and adversely impact the market price of the shares being registered are Ordinary Shares issuable upon conversion offered, then the number of debt securities which are also shares to be included in such registration statement and offering for the account of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of shares included in such registration statement and offering for the account of the Holders and the Other Rights Holders, together with the shares to be sold for the account of the Company, does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without materially and adversely affecting the ability of such managing underwriter to complete successfully such offering without significantly and adversely affecting the market price of the shares being registered, or any offered; and 3.1.2. if (x) the registration on any form statement relates to an underwritten offering which does not include substantially shares to be sold for the same information as would account of the Company and (y) the managing underwriter advises (in writing) the Holders and the Other Rights Holders who have requested that shares be required included therein that the total number of shares which the Holders and the Other Rights Holders intend to include in such offering is sufficiently large to affect materially and adversely the ability of such underwriter to complete successfully an offering that does not significantly and adversely affect the market price of the shares being offered, then the number of shares to be included in a such registration statement covering and offering for the sale accounts of the Holders and the Other Rights Holders shall be reduced pro rata so that the aggregate amount of shares included in such registration statement and offering for the accounts of Holders and the Other Rights Holders in the aggregate does not exceed the amount that such managing underwriters determine in good faith can be sold in such offering without materially and adversely affecting the ability of such managing underwriter to complete successfully such offering without significantly and adversely affecting the market price of the shares being offered. 3.2. The Company may require each Holder to furnish to the Company information regarding such Holder and the intended manner of disposition of such Holder's Registrable Securities), and Holders shall furnish such information to the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice any other information as shall be required by law or by the Company Commission in accordance connection therewith. 3.3. In connection with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration any registration pursuant to this Section 3 shall not be deemed which relates to a proposed underwritten offering in which 50% or more of the shares included in such offering are to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any sold for the account of its Registrable Securities in such registration by the Company, such Holder the Company shall nevertheless continue have the right in its sole discretion to select the managing underwriter. In connection with any other registration pursuant to this Section 3 which relates to a proposed underwritten offering, holders of a majority of the shares to be included therein pursuant to contractual registration rights (now existing or hereafter granted) shall have the right to include any Registrable Securities select the managing underwriter and, in any subsequent registration statement or registration statements as may the absence of such a majority designation, the managing underwriter will be filed selected by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (equity securities, other than a registration relating solely to the sale employee stock option and benefit plans utilizing Form S-8, or a registration of securities to participants shares issued in a Company share optionreclassification, share purchase merger, consolidation or similar plan or a transfer of assets transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredutilizing Form S-4, or any registration on any form which does not permit secondary sales, the Company will: (i) promptly give to the Private Placement Investors a written notice thereof (which shall include substantially a list of the same information jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Private Placement Investors within fifteen days after receipt of the written notice from the Company described in clause (i) above, except as would set forth in Section 3.2(b) below. Such written request may specify all or a part of the Private Placement Investor's Registrable Securities. (b) If the registration pursuant to this Section 3.2 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be required distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company shall so advise each of the Private Placement Investors as a part of the written notice given pursuant to Section 3.2(a)(i). In such event, the right of each of the Private NewsReal - Shareholder Rights Agreement Placement Investors to registration pursuant to this Section 3.2 shall be conditioned upon such Private Placement Investor's participation in such underwriting and the inclusion of such Private Placement Investor's Registrable Securities in the underwriting to the extent provided herein. The Private Placement Investors whose shares are to be included in a such registration statement covering shall (together with the sale Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all underwriter or any of its Registrable Securities in such registration underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 3.2, such Holder shall nevertheless continue to have if the right to include any Registrable Securities representative determines in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit good faith that marketing factors require a limitation on the number of times shares to be underwritten, the Holders Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the number of securities that may request be included in the registration and underwriting by each of the Private Placement Investors and the Other Shareholders shall be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply, with such limitation. If any of the Private Placement Investors or any Other Shareholders disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities under this Section 3or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares capital stock or other equity securities (or other securities convertible into equity securities) under the Securities 1933 Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 relating solely to the sale of securities to participants in a Company share option, share purchase stock plan (or similar plan other stock arrangement) or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesForm S-4), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each any Holder given within twenty (20) 20 days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 81.8, use its best efforts to cause to be registered under the Securities Act a registration statement covering all of the Registrable Securities that each such Holder has requested to be registeredregistered to become effective under the 1933 Act to the extent that such registration is permissible under the 1933 Act. Registration If in the case of an underwritten registration requested pursuant to this Section 3 shall not be deemed to be 1.3, the underwriter advises the Company in writing that marketing factors require a demand registration as described in Section 2 above. If a Holder decides not to include all or any limitation of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times shares to be underwritten, then the Company shall so advise all Holders may request registration of Registrable Securities which would otherwise be underwritten pursuant hereto, and all the Registrable Securities held by the Common Stockholders sought to be included in the underwriting shall be excluded pro rata among all such Common Stockholders (according to the number of Registrable Securities then held by each such Common Stockholder) until the number of shares by which the underwriters intend to reduce the registration has been reached. To the extent that further limitation is required, all the Registrable Securities held by the Investor Holders sought to be included in the underwriting shall be excluded pro rata among all such Investor Holders (according to the number of Registrable Securities then held by each such Investor Holder) until the number of shares by which the underwriters intend to reduce the registration has been reached. For the sake of clarity, no Registrable Securities requested by any Investor Holder to be included in a registration pursuant to Section 1.3 shall be excluded from the underwriting unless all Registrable Securities held by the Common Stockholders have first been excluded. The Company shall be under this Section 3no obligation to complete any offering of its securities it proposes to make and shall incur no liability to any Holder for its failure to do so.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersInvestor) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar stock plan or employee benefit plan, a registration relating to a corporate reorganization or other transaction covered by under Rule 145 under of the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder the Holders written notice of such registration. Upon the written request of each Holder the Holders given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with the AgreementSection 9.4, the Company shall, subject to the provisions of Section 86.2(c), use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has the Holders have requested to be registered. Registration pursuant . (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 6.2 prior to the effectiveness of such registration whether or not Investor has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company. (c) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be deemed to be a demand registration as described in required under this Section 2 above. If a Holder decides not 6.2 to include all or any of its a Holder's Registrable Securities in such registration underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company or other such persons, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by Investor and by other security holders of the Company to be included in such Holder offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall nevertheless continue to have the right be required to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the offering only that number of times such securities, including Registrable Securities, that the Holders may request registration underwriters determine in their sole discretion will not jeopardize the success of Registrable Securities under this Section 3.the offering (the securities so included to be

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares equity securities either for its own account or for the account of a security holder or holders exercising their respective demand registration rights under the Securities Act in connection with the public offering of such securities solely for cash (Shareholders Agreement, other than a registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a transaction covered by registration on Form S-4 or any similar or successor form relating solely to a SEC Rule 145 under the Securities Acttransaction, or a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredon Form S-8 or any similar or successor form, or any registration on any form which does not permit secondary sales, the Company will: (i) promptly give to the Investor Holder a written notice thereof (which shall include substantially a list of the same information jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Investor Securities specified in a written request or requests, made by the Investor Holder within fifteen days after receipt of the written notice from the Company described in clause (i) above, except as would set forth in Section 3.3(b) below. Such written request may specify all or a part of the Investor Holder's Registrable Investor Securities. (b) If the registration pursuant to this Section 3.3 involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be required distributed on a firm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company shall so advise each of the Holders, Inside Holders and Investor Holder as a part of the written notice given pursuant to Section 3.3(a)(i). In such event, the right of each of the Holders, Inside Holders and Investor Holder to registration pursuant to this Section 3.3 shall be conditioned upon such Holders', Inside Holders' or Investor Holders, as the case may be, participation in such underwriting and the inclusion of such Holders' or Inside Holders', as the case may be, Registrable Securities, Registrable Inside Securities or Registrable Investor Securities, as the case may be, in the underwriting to the extent provided herein. The Holders, Inside Holders and Investor Holders whose shares are to be included in a such registration statement covering shall (together with the sale Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all underwriter or any of its Registrable Securities in such registration underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 3.3, such Holder shall nevertheless continue to have if the right to include any Registrable Securities representative determines in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit good faith that marketing factors require a limitation on the number of times shares to be underwritten, the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the number of securities that may be included in the registration and underwriting by each of the Holders, Inside Holders, Investor Holders and the Other Shareholders shall be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation. If any of the Holders, Inside Holders, Investor Holders or any Other Shareholders disapproves of the terms of any such underwriting, such person may request registration of elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities under this Section 3or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. If (but without any obligation 4.1 Subject to do so) Section 4.2, whenever the Company proposes to register (including for this purpose file a registration effected by the Company for shareholders other than the HoldersRegistration Statement at any time and from time to time, it will, prior to such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such timefiling, promptly give each Holder, Hony Holder and Existing Holder written notice to all Shareholders of such registration. Upon its intention to do so and, if the Company receives the written request of each Holder given any Shareholder holding Registrable Shares (other than any Shareholder that has at any time defaulted on its obligations in respect of a Reinsurance Draw) within twenty ten (2010) days after mailing of such notice by the Company in accordance with the Agreementprovides such notice, the Company shall, subject to the provisions of Section 8, shall use its reasonable best efforts to cause all Registrable Shares that the Company has been requested by such Shareholder or Shareholders to be registered under the Securities Act all of to the Registrable Securities extent necessary to permit their sale or other disposition; provided, however, that each such Holder has requested (a) the rights set forth in this Section 4 shall not apply to Registration Statements to be registered. Registration filed pursuant to Section 3 hereof and (b) the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 4 without obligation to any Shareholder. 4.2 In connection with any offering under this Section 4 involving an underwriting, the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right required to include any Registrable Securities Shares in any subsequent registration statement or registration statements as may be filed by such underwriting unless the Company, all upon holders thereof accept the terms of the underwriting as reasonably agreed upon between the Company and conditions set forth hereinthe underwriters selected by it. There shall be no limit on If the underwriter advises the holders of Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of times shares to be underwritten, then the Holders may request Company shall exclude from such registration (a) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities (including, without limitation, any Shareholder that has at any time defaulted on its obligations in respect of Registrable Securities a Reinsurance Draw), (b) second, securities held by any Person with such contractual rights other than those granted under this Section 3Agreement, (c) third, shares held by the holders of Other Registrable Shares pro rata among such holders on the basis of the respective number of Other Registrable Shares requested by them to be included in such registration, (d) fourth, shares held by any Defaulting Investors pro rata among such Defaulting Investors on the basis of the respective number of Class A Registrable Shares owned by such holders requesting to be included in such registration, (e) fifth, shares held by the holders of Class A Registrable Shares who are Institutional Investors (other than any Defaulting Investors) pro rata among such holders on the basis of the respective number of Class A Registrable Shares owned by such holders requesting to be included in such registration, and (f) sixth, shares held by the holders of Class A Registrable Shares who are not Institutional Investors pro rata among such holders on the basis of the respective number of Class A Registrable Shares requested by them to be included in such registration, but in no event shall the amount of Class A Registrable Shares included in the offering pursuant to clauses (e) and (f) be reduced below thirty percent (30%) of the total amount of securities included in such offering unless such offering is the initial public offering of the Company’s securities and no other shareholder has included shares in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a security holder or holders exercising their respective demand registration rights (other than pursuant to Section 1.2 or 1.5 hereof), other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Actemployee benefit plans, a registration in which relating to the only shares being registered are Ordinary Shares issuable upon conversion offer and sale of debt securities which are also being registeredsecurities, or any a registration relating to a corporate reorganization or other transaction on Form S-4, or a registration on any registration form which 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)permit secondary sales, the Company shall, at such time, promptly will: (i) within fifteen (15) days prior to the filing of any registration statement pursuant thereto give to each Holder, Hony Holder and Existing Holder written notice of thereof; and (ii) use its commercially reasonable efforts to include in such registration. Upon registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.3(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request of each or requests, made by any Holder given and received by the Company within twenty ten (2010) days after mailing of such the written notice from the Company described in clause (i) above is mailed or delivered by the Company in accordance with the Agreement, the Company shall, subject to the provisions Company. Such written request may specify all or a part of Section 8, use its best efforts to cause to be registered under the Securities Act all of the a Holder’s Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 aboveSecurities. If a Holder decides not to include all or any of its Registrable Securities in such any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the CompanyCompany with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) Underwriting If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). There In such event, the right of any Holder to registration pursuant to this Section 1.3 shall be no limit conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 1.3, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of times shares to be underwritten, the Holders representative may request registration (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities under this to be included in, the registration and underwriting, the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 3.1.13; provided, however, that (i) the underwriter may completely cut back any Registrable Securities in connection with the Company’s initial public offering so long as such registration does not include shares of any other selling stockholders and

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesstock plan), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty thirty (2030) days after mailing of such notice by the Company in accordance with the AgreementSection 3.5, the Company shall, subject to the provisions of Section 81.8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration The Founders shall have the right to have the shares of the Founder Stock included in any Company registration under this Section1.3; provided, however, that such rights shall be subject and subordinate to the rights of the Holders (other than the Founders) and; provided further that no shares of the Founder Stock shall be included in any Company registration hereunder, unless and until all shares of Holders (other than the Founders) requesting that their Registrable Securities be registered are included in such offering. The number of Registrable Securities and other securities proposed to be included in such offering shall be included in the following order: (a) First, the securities proposed to be included by the Company; (b) Second, the Registrable Securities held by the Holders of Registrable Securities other than the Founders, pro rata based upon the number of Registrable Securities owned by each Holder at the time of such registration; (c) Third, the Registrable Securities held by the Founders, pro rata based upon the number of Registrable Securities owned by each Founder at the time of such registration; and (d) Fourth, other securities not referred to in (a), (b) or (c) above. In connection with the exercise of its registration rights pursuant to this Section 3 1.3, DLJ shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any approve the underwriter for such registration. Notwithstanding the foregoing, in the event the managing underwriter advises the Company in writing that the inclusion of Registrable Securities in any subsequent registration statement or registration statements as may proposed to be filed included by members of the Company's management in such registration may adversely affect the offering and sale (including price) of all securities to be included in such registration, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration shares of Registrable Securities under this Section 3proposed to be included by the management may be disproportionately cut back.

Company Registration. If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any shares of its shares under the Securities Act in connection with the public offering capital stock of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information series and class as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all any of the Registrable Securities that each (or securities convertible into or exchangeable or exercisable for shares of such Holder has requested to series and class) for its own account or for the account of any shareholder, the Warrantholder shall be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not entitled to include all or any of its Registrable Securities in such registration (and related underwritten offering, if any) on the following terms and conditions: a. The Company shall promptly give written notice of such determination to the Warrantholder and each holder of securities of the Company that has registration rights triggered by such registration (the Company"Other Holders"), such and the Warrantholder and each Other Holder shall nevertheless continue to have the right to include any request, by written notice given to the Company within thirty (30) days of the receipt by the Warrantholder and the Other Holders of such notice, that a specific number of Registrable Securities and eligible shares held thereby be included in such Registration Statement; b. If the Registration Statement relates to an underwritten offering, the notice called for by Section 7.3 (a) shall specify the name of the managing underwriter for such offering and the number of securities to be registered for the account of the Company and for the account of any subsequent registration statement of the other shareholders of the Company; c. If the Registration Statement relates to an underwritten offering, the Warrantholder and each Other Holder to be included therein, must sell such person's Registrable Securities and shares on the same basis provided in the underwriting arrangements approved by the Company and complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or registration statements as may by the SEC; d. If the managing underwriter for the underwritten offering under the Registration Statement to be filed by the CompanyCompany determines that inclusion of all or any portion of the Registrable Securities and shares held by the Other Holders in such offering would adversely affect the ability of the underwriter for such offering to sell all of the securities requested to be included for sale in such offering, all upon the terms and conditions set forth herein. There shall be no limit on the number of times shares that may be included in such registration in such offering (the Holders may request registration "Maximum Number") shall be allocated as follows: (a) first, the Company shall be permitted to include all shares of capital stock to be registered thereby and (b) second, to the extent the number of shares sought to be sold under clause (a) is less than the Maximum Number, then such number of Registrable Securities and shares held by the Other Holders, pro rata in proportion to the number sought to be registered by the Warrantholder and each Other Holder relative to the aggregate number sought to be registered by the Warrantholder and all Other Holders, which, in the aggregate and when added to the number of shares to be registered under clause (a), equals the maximum Number; e. The Warrantholder shall have the right to withdraw his Registrable Securities from the Registration Statement at any time prior to the effective date thereof, but if the same relates to an underwritten offering, he may only do so during the time period and on terms deemed appropriate by the underwriters for such underwritten offering; and f. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 37.3 prior to the effective date of such registration, whether or not the Warrantholder has elected to include such securities in such registration.

Company Registration. If (but without A. Subject to Section 2(e) below, if at any obligation to do so) time or times after the date hereof the Company proposes shall determine to register any of its equity securities either for its own account or the account of a security holder or holders exercising their demand registration rights, the Company will: 1. Promptly give to each Holder written notice thereof; and 2. Use its best efforts to include in such registration (including for this purpose and any related qualification under blue sky laws or other compliance), except as set forth in Section 2(c) below, and in any underwriting involved therein, all the Registrable Securities specified in a registration effected written request or requests, made by any Holder and received by the Company within 15 days after the written notice from the Company described in (i) above is mailed or delivered by the Company. Such written request may specify all or a part of a Holder's Registrable Securities. B. If the registration of which the Company gives notice is for shareholders a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2(a)(i) above. In such event, the right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other than holders of securities of the HoldersCompany with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. C. Notwithstanding any other provision of this Section 2, if the representative of the underwriters in good faith advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitation set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 10. If any person does not agree to the terms of any such as underwriting, he, she or it shall be excluded therefrom by written notice from the Hony Holders Company or the Existing Holdersunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. D. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors and is then subsequently increased, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 10 hereof. E. This Section 2 shall not apply to a registration on any registration form that does not permit secondary sales or to registrations relating solely to (i) employee benefit plans, (ii) transactions pursuant to Rule 145 or any of its shares other similar rule promulgated under the Securities Act or (iii) securities issued in connection with the public offering mergers with or acquisitions of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration corporations by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. If (but without any obligation to do soi) As long as EHL and Permitted Transferees, in the aggregate, beneficially own Registrable Securities comprising at least two percent (2%) of the outstanding equity securities of the Company, if the Company proposes to register (including for this purpose file a registration effected by statement with respect to equity securities of the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase statement on Form S-8 or similar plan S-4 or comparable successor forms or a transaction covered by Rule 145 registration statement relating to a dividend reinvestment plan), which is available for use for Registrable Securities, under the Securities Act, a then the Company shall give written notice of such proposed filing to each Holder at least 30 days before the anticipated filing date of such registration statement, and such notice shall offer each Holder the opportunity to include in such registration statement the Registrable Securities then owned by such Holder, as such Holder may request in writing within 15 days after receipt of the Company's notice (which request shall specify the number of Registrable Securities to be included in such registration statement and the intended method of disposition). The Company shall include in any such registration statement all such Registrable Securities requested to be included. Notwithstanding the foregoing: (A) if (x) the registration statement relates to an underwritten offering which includes equity securities of the Company to be offered and sold for the account of the Company and (y) the managing underwriter of any such offering advises the Company in writing that the total number of shares which the only Company, the Holders and the Other Rights Holders intend to include in such offering is sufficiently large to affect materially and adversely the ability of such underwriter to complete successfully an offering that does not significantly and adversely impact the market price of the equity securities being offered, then the number of Registrable Securities to be included in such registration statement and offering for the account of the Holders shall be reduced, PRO RATA with the number of shares to be so included for the account of the Other Rights Holders, so that the aggregate amount of shares included in such registration statement and offering for the account of Holders and the Other Rights Holders does not exceed the amount that such managing underwriter determines in good faith can be sold in such offering without materially and adversely affecting the ability of such managing underwriter to complete successfully such offering without significantly and adversely affecting the market price of the equity securities being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any offered; and (B) if (x) the registration on any form statement relates to an underwritten offering which does not include substantially equity securities of the same information as would Company to be required sold for the account of the Company and (y) the managing underwriter advises the Holders and the Other Rights Holders who have requested that shares be included therein that the total number of shares which the Holders and the Other Rights Holders intend to include in such offering is sufficiently large to affect materially and adversely the ability of such underwriter to complete successfully an offering that does not significantly and adversely affect the market price of the equity securities being offered, then the number of Registrable Securities to be included in a such registration statement covering and offering for the sale account of the Holders shall be reduced, PRO RATA with the number of shares to be so included for the account of the Other Rights Holders, so that the aggregate amount of shares included in such registration statement and offering for the account of Holders and the Other Rights Holders in the aggregate does not exceed the amount that such managing underwriters determine in good faith can be sold in such offering without materially and adversely affecting the ability of such managing underwriter to complete successfully such offering without significantly and adversely affecting the market price of the equity securities being offered. (ii) The Company may require each Holder to furnish to the Company information regarding such Holder and the disposition of such Holder's Registrable Securities), and Holders shall furnish such information to the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by any other information as the Company in accordance may reasonably request. (iii) In connection with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration any registration pursuant to this Section 3 shall not be deemed 5(b) which relates to a proposed underwritten offering which includes equity securities of the Company to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any sold for the account of its Registrable Securities in such registration by the Company, such Holder the Company shall nevertheless continue have the right in its sole discretion to select the managing underwriter. In connection with any other registration pursuant to this Section 5(b) which relates to a proposed underwritten offering, holders of a majority of the shares to be included therein pursuant to contractual registration rights (now existing or hereafter granted) shall have the right to include any Registrable Securities select the managing underwriter and, in any subsequent registration statement or registration statements as may the absence of such a majority designation, the managing underwriter will be filed selected by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its stock (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders ) or the Existing Holders) any of its shares other securities under the Securities 1933 Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)securities, the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon On the written request of each Holder given within twenty thirty (2030) days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 81.4(c), use its best efforts to cause to be registered under the Securities 1933 Act all of the Registrable Securities that each such Holder has requested to be registered. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration, whether or not any Holder shall have elected to include securities in such registration. Registration The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof. (c) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.4 to include any requesting Holder's securities in such underwriting, unless such Holder accepts the terms of the underwriting as agreed between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested to be included in such offering by the Company, the Holders and other securityholders to whom registration rights have been granted exceeds the amount of Registrable Securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of securities (including Registrable Securities) that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities requested to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, that the number of shares of Registrable Securities requested by the Holders to be included in such offering pursuant to this Section 3 1.4 and all other securities requested by other holders to be included in such offering pursuant to other "piggyback" registration rights shall not be reduced first (the Registrable Securities and other securities so reduced to be apportioned pro rata among the selling Holders and other holders according to the total amount of Registrable Securities and other securities requested to be included therein by each selling Holder and other holder) before any reduction of any (i) securities requested to be included in such offering by any holders exercising "demand" registration rights or (ii) any securities sold by the Company to be included in such offering. For purposes of such apportionment among Holders, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand registration as described in Section 2 above. If a Holder decides not single "selling Holder", and any pro rata reduction with respect to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There "selling Holder" shall be no limit based on the number of times the Holders may request registration aggregate amount of Registrable Securities under this Section 3requested to be included in such offering by all such related entities and individuals.

Company Registration. If (but without 2.1 If, at any obligation to do so) time, the Company proposes to register file a registration statement under the Securities Act for purposes of a public offering of securities of the Company (including for this purpose a registration effected statement covering shares owned by shareholders of the Company for shareholders other than DTHC but excluding Special Registration Statements), it shall notify all Holders in writing (the Holders, such as the Hony Holders or the Existing Holders"Company Notice") any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other no later than a registration relating solely 30 days prior to the sale date the Company intends to commence the offering. Each Holder shall have the right (the "Piggyback Right"), subject to the limitations set forth in Section 2.2, to include in any such registration statement all or any part of securities the Registrable Securities then held by such Holder. In order to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under exercise the Securities ActPiggyback Right, a registration in Holder shall give written notice to the Company (the "Piggyback Notice") no later than 20 days following the date on which the only shares being registered are Ordinary Shares issuable upon conversion Company gives the Company Notice. The Piggyback Notice shall set forth the number of debt securities Registrable Securities that such Holder desires to include in the registration statement. 2.2 If the registration statement under which are also being registeredthe Company gives notice under this Section 2.2 is for an underwritten offering, or the Company shall so advise the Holders in the Company Notice. In such event, the right of any registration on any form which does not include substantially the same information as would be required such Holder to be included in a registration statement covering pursuant to this Section 2.2 shall be conditioned upon such Holder's participation in such underwritten offering and the sale inclusion of such Holder's Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their Registrable Securities by means of such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company; provided, however, that that the Holders will not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding the Holders and their intended method of distribution of Registrable Securities. Notwithstanding any other provision of the Registrable Securities)Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares of the Company's capital stock to be underwritten, the number of shares of the Company's capital stock that may be included in the underwriting shall be allocated in the following manner: first, to the Company, all securities proposed to be registered by the Company shallfor its own account; second, at to the Holders, up to the full number of Registrable Securities requested to be included in such timeregistration on a pro rata basis based on the total number of Registrable Securities requested to be included in such registration by the Holders; and third, promptly give each Holderto any other shareholders of the Company, Hony the number of securities requested to be included by any other holders, in proportion as nearly as practicable, to the respective amounts of securities of the Company owned by them; provided, however, in no event shall the number of Registrable Securities of the Holders be reduced to a number less than 30% of the total amount of securities in the offering, except if the offering is for more than 30% of the Company's securities held by the Holders. If any Holder and Existing disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement. 2.3 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. Upon the written request of each Holder given within twenty (20) days after mailing The Registration 3 Expenses of such notice withdrawn registration shall be borne by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 34 hereof.

Company Registration. (a) If at Any time, or from time to time, prior to the date seven (but without any obligation to do so7) years after the date hereof, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities, either for its own account or for the Securities Act in connection with the public offering account of such securities solely for cash (a security holder or holders, other than (i) a registration on Form S-1 or S-8 relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a transaction covered by registration on Form S-4 relating solely to an SEC Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredtransaction, or any a registration on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the he sale of the Registrable Securities), or (ii) a registration pursuant to Sections 4.2 or 4.3 hereof, the Company shall, at such time, company will: (i) promptly give to each Holder, Hony Holder and Existing Holder written notice of thereof; and (ii) include in such registration. Upon , and in any underwriting involved therein, all the Registrable securities specified in any written request of each or requests by any Holder given or Holders received by the Company within twenty (20) days after mailing such written notice is given on the same terms and conditions as the Common Stock, if any, otherwise being sold through the underwriter in such registration. (b) If the registration of such notice by which the Company in accordance with the Agreementgives notice is for a registered public offering involving an underwriting, the Company shall, subject shall so advise the Holders as a part of the written notice given pursuant to the provisions clause (i) of Section 8, use its best efforts 4.4(a). In such event the right of any Holder to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration registration pursuant to this Section 3 4.4 shall not be deemed conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable securities in the underwriting to be a demand registration as described in Section 2 abovethe extent provided herein. If a Holder decides not All Holders proposing to include all or any of its distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such registration underwriting by the Company. (c) Notwithstanding any other provision of this Section 4.4, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the-registration and underwriting shall be allocated among all of the Holders, in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. (d) Notwithstanding any other provision of this Section 4.4. no Holder shall nevertheless continue to have the right be entitled to include any Registrable Securities in any subsequent a registration statement or registration statements as may be filed by pursuant to this Section 4.4 if and to the Company, all upon the terms and conditions set forth herein. There shall be no limit on extent that such inclusion would reduce the number of times the Holders may request registration shares of Registrable Securities under this entitled to participate in such registration pursuant to Section 37.2, 7.3 or 7.4 of the Preferred Stock Purchase Agreement. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto but for the foregoing sentence, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among all of the Holders, in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the registration statement.

Company Registration. (i) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such equity securities solely for cash (its own account other than a registration relating solely to the sale of securities to participants in a Company share optionbenefit plans, share purchase or similar plan or a transaction covered by registration relating solely to a Commission Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredtransaction, or any a registration on any registration form which does not permit secondary sales or 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), the Company shallwill: (A) promptly give to each of the Holders a written notice thereof; and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within ten (10) business days after the giving of the written notice from the Company described in clause (i) above, except as set forth in Section 3(b)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any time after giving such timewritten notice of its intention to effect such registration and prior to the effective date of the registration statement filed in connection with such registration, promptly the Company shall determine for any reason not to register such equity securities the Company may, at its election, give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon determination to the written request of each Holder given within twenty (20) days after mailing of such notice by Holders and thereupon the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to shall be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any relieved of its obligation to register such Registrable Securities in connection with the registration of such equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein), without prejudice, however, to the rights (if any) of Holders immediately to request that such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent be effected as a registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 33(a) hereof.

Company Registration. ‌ (a) If (but without any obligation to do so) ), after the expiration of the Restricted Period, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act Company Common Shares in connection with the public offering an Underwritten Offering of such securities solely for cash (other than a registration relating solely to the sale issuance of securities by the Company pursuant to participants in a Company share stock option, share stock purchase or similar benefit plan or a transaction covered by an SEC Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiestransaction), the Company shall, at such time, shall promptly give each Holder, Hony Holder and Existing Eligible Participation Holder written notice of such registrationUnderwritten Offering. Upon the written request of each such Holder given within twenty five (205) days after mailing of such notice is given by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 85.03(c), use its best all reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registeredincluded in such Underwritten Offering.‌ (b) The Company shall have the right to terminate or withdraw any Underwritten Offering initiated by it under this Section 5.03 before the pricing of such Underwritten Offering, whether or not any Holder has elected to include Registrable Securities in such Underwritten Offering. Registration The expenses of such withdrawn Underwritten Offering shall be borne by the Company in accordance with Section 5.05. (c) The right of any Holder to include such Holder’s Registrable Securities in an Underwritten Offering pursuant to Section 5.03(a) shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering to the extent provided herein. The underwriters for each Underwritten Offering pursuant to this Section 3 5.03 shall be selected by the Company in its sole discretion. All Holders proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected by the Company for such Underwritten Offering. Notwithstanding any other provision of this Agreement, if the managing underwriters advise the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the managing underwriters may exclude shares (including Registrable Securities) from the underwriting, and the number of shares that may be included in the underwriting shall be allocated, first, to the Company, second, to each of the Eligible Participation Holders requesting inclusion of their Registrable Securities in such underwriting pro rata on the basis of the number and type of Subject Securities then proposed to be sold by such Holders and third, to any other selling stockholder. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares that may be included by Eligible Participation Holders without the written consent of the Eligible Participation Holders holding a majority of Subject Securities. For the avoidance of doubt, the provisions of Section 5.02 will not apply to any Underwritten Offering pursuant to this Section 5.03, and the Company shall select the underwriter(s) and counsel, determine the applicable underwriting discount and other financial and non-financial terms and determine the timing of any such Underwritten Offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriters. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration for such offering. For any Holder that is a partnership, limited liability company or corporation, the partners or members, retired partners or members or shareholders of such Holder, the estates and immediate family members of any of the foregoing persons and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand registration as described in Section 2 above. If a Holder decides not single Holder, and any pro rata reduction with respect to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all based upon the terms aggregate amount of shares carrying registration rights owned by all entities and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.individuals included in such Holder.‌

Company Registration. (a) If (but without any obligation to do so) ), at any time after twelve months after the effective date of the registration statement relating to the IPO, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than the IPO, a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) 20 days after the mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, . subject to the provisions of Section 8subsection 1.3(b), use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to . (b) In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required under this Section 3 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 30% of the total amount of securities included in such offering or (ii) notwithstanding (i) EXHIBIT A 4 above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration as described in Section 2 above. If a Holder decides not to include rights owned by all or any of its Registrable Securities entities and individuals included in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities "selling stockholder," as defined in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3sentence.

Company Registration. If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities, either for its own account or for the Securities Act in connection with the public offering account of such securities solely for cash (security holders, other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Actemployee benefit plans, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, on Form S-4 relating solely to Rule 145 transaction or any registration on any form which 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)pursuant to SECTION 14.10 hereof, the Company shall, at such time, will: (i) promptly (but in any event within 10 days) give to each Holder, Hony Holder and Existing Holder Grantee written notice of thereof, except as set forth in this Section below; and (ii) include in such registration. Upon the written request of each Holder given within twenty registration (20) days after mailing of such notice by the Company and any related qualification under state securities laws or other compliance), and in accordance with the Agreementany underwriting involved therein, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each specified in a written request or requests, made within 15 days after receipt of such Holder has requested to be registered. Registration pursuant to written notice from the Company, by any Grantee or Grantees, except as set forth in this Section 3 or SECTION 14.04(b) below. Such Registrable Securities shall only be included to the extent that inclusion will not diminish the number of securities included by the Company. The Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right required to include any Registrable Securities in a registration pursuant to this Section (nor give any subsequent Grantee notice thereof) if and so long as (i) the registration statement does not relate to a registered public offering involving an underwriting, and (ii) all Registrable Securities consisting of (A) shares issued or registration statements as may issuable upon exercise or conversion of the Term Warrants and Revolving Warrants, (B) shares of Interest Stock then eligible to be registered for resale and (C) shares issued or issuable upon exercise or conversion of Default Warrants then eligible to be registered for resale are included in an effective Registration Statement filed pursuant to Section 14.10 and with respect to which no stop order has been issued and remains outstanding, the prospectus remains current and any suspension of effectiveness by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Company pursuant to Section 314.06 is not continuing.

Company Registration. If As soon as practicable after the Closing Date (but without any obligation to do soas defined in the Stock Purchase Agreement) or, in the Company proposes to register (including for this purpose event of a registration effected by Further Closing, as soon as practicable after the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)date thereof, the Company shall, at such time, promptly give each Holder, Hony Holder : (a) Prepare and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance file with the Agreement, the Company shall, subject Commission a Registration Statement with respect to the provisions of Section 8, all Restricted Stock and use its best efforts to cause such Registration Statement to become effective and to keep such Registration Statement effective for a period of up to two years ending on the earlier of (i) the second anniversary of the Closing Date and (ii) the first date upon which there is no longer any Holder. (b) Prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the dispositions of any Restricted Stock. (c) Furnish to Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of any Restricted Stock owned by them. (d) Use its best efforts to register and qualify the Restricted Stock under such other securities or Blue Sky laws of such states or other jurisdictions as shall be reasonably requested by any Holders, provided that the Company is not thereby obligated to qualify to do business in such state or jurisdiction. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such underwriting agreement. (f) Notify each Holder, at any time when a prospectus relating thereto is required to be registered delivered under the Securities Act all Act, of the Registrable Securities that each happening of any event as a result of which the prospectus included in such Holder has requested Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be registered. stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Cause all Restricted Stock to be listed on each securities exchange on which similar securities issued by the Company are then listed. (h) Provide a transfer agent and registrar for all Restricted Stock and a CUSIP number for all Restricted Stock, in each case not later than the effective date of the Registration Statement referred to in Section 2(a). (i) Use its best efforts to furnish to each Holder on the date that such Restricted Stock is delivered to the underwriters for sale in connection with a registration pursuant to this Section 3 shall not be deemed Agreement, if such Restricted Stock is being sold through underwriters: (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to be underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders and (ii) a demand registration as described in Section 2 above. If a Holder decides not to include all or any letter dated such date, from the independent certified public accountants of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue in form and substance as is customarily given by independent certified public accountants to have underwriters in an underwritten public offering, addressed to the right underwriters, if any, and to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the CompanyHolders, all upon the terms if permissible under applicable accounting rules and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3regulations.

Company Registration. If (but without any obligation to do soa) Whenever the Company proposes to register (including for this purpose file a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash Registration Statement (other than a registration relating solely Registration Statement filed pursuant to Section 2) at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so; provided, that no such notice need be given if no Registrable Securities of the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered Holders are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in therein as a registration statement covering the sale result of a determination of the managing underwriter pursuant to Section 3(b). Upon the written request of a Holder or Holders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by shall cause all Registrable Securities which the Company in accordance with the Agreement, the Company shall, subject has been requested by such Holder or Holders to the provisions of Section 8, use its best efforts to cause register to be registered under the Securities Act all of in such registration; provided that the Registrable Securities that each such Holder has requested Company shall have the right to be registered. Registration postpone or withdraw any registration effected pursuant to this Section 3 without obligation to any Holder. (b) If the registration for which the Company gives notice pursuant to Section 3(a) is a registered public offering involving an underwriting, the Company shall not be deemed so advise the Holders as a part of the written notice given pursuant to be a demand registration as described in Section 2 above3(a). If a In such event, the right of any Holder decides not to include all or any of its Registrable Securities in such registration by the Company, pursuant to Section 3 shall be conditioned upon such Holder shall nevertheless continue to have the right to include any Registrable Securities Holder's participation in any subsequent registration statement or registration statements as may be filed by the Company, all upon such underwriting on the terms and conditions set forth herein. There All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of Registrable Securities requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be no limit allocated in the following manner. The securities of the Company held by holders other than Holders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of times shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Holders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of Common Shares (on an as converted basis) which they held at the time the Company gives the notice specified in Section 3(a); provided that if the registration and underwriting is being effected by the Company at the request of Other Holders pursuant to rights similar to the rights of the Holders may request registration of Registrable Securities under this Section 3.Sections 2.1 and 2.2 hereof then the

Company Registration. If (but without the Company, at any obligation time, or from time to do so) the Company time, proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares Common Stock by filing a registration statement under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating on Form S-4 or S-8 or any successor or similar forms thereto), solely for the sale on its own account, on a form and in a manner that would permit registration of Common Stock for sale to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 public under the Securities Act, a the Company shall use its reasonable best efforts to afford each Stockholder an opportunity to include in such registration statement all or part of the Common Stock held by such Stockholders by notifying such Stockholders at least fifteen (15) Business Days prior to the filing of such registration statement (the “Piggyback Notice”). Each Stockholder shall have five (5) Business Days after the delivery of the Piggyback Notice to notify the Company in which writing that it desires to include its Common Stock in such offering, specifying the only number of shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredCommon Stock that it proposes to include therein; provided, or any registration on any form which does not include substantially however, that in no event shall the same information as would be required number of shares of Common Stock to be included in a registration statement covering by the sale Management Stockholders exceed the product of the Registrable Securities)number of shares of Common Stock held by the Management Stockholders as of such time multiplied by the quotient obtained by dividing the number of shares of Common Stock to be registered by the Parent Stockholders by the aggregate number of shares of Common Stock held by the Parent Stockholders as of such time. Each Stockholder’s rights to register its Common Stock under this Section 3.2 shall terminate with respect to the applicable offering if such Stockholder has not exercised its piggyback registration rights within such five (5) Business Day period. Notwithstanding anything to the contrary herein, the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed obligated to be effect any registration of Common Stock held by a demand Stockholder under this Section 3.2 incidental to the registration as described in Section 2 above. If a Holder decides not to include all or of any of its Registrable Securities securities in such registration by connection with mergers, acquisitions, convertible securities, exchange offers, dividend reinvestment plans, employee stock ownership plans or other employee benefit plans, and the Company, such Holder Company shall nevertheless continue to have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration whether or not any Stockholder has elected to include any Registrable Securities its Common Stock in any subsequent such registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There there shall be no limit liability on the number part of times the Holders may request Company to the Stockholders if any registration of Registrable Securities under this Section 3is not consummated for whatever reason.

Company Registration. (a) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a security holder or holders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Actemployee benefit plans, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredrelating to a corporate reorganization or other transaction under Rule 145, or any a registration on any registration form which that does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) use its reasonable best efforts to include substantially in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.3(b) below, and in any underwriting involved therein, all the same information as would Registrable Securities specified in a written request or requests, made by any Holder and received by the Company within fourteen (14) days after the written notice from the Company described in clause (i) above is deemed to be given to the Holders in accordance with Section 2.5. Such written request may specify all or a part of a Holder's Registrable Securities. (b) In connection with any offering, other than the Initial Public Offering, involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters and, if requested, enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities requested by Holders to be included in a registration statement covering such offering exceeds the sale amount of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice securities sold other than by the Company that the underwriters determine in accordance their sole discretion is compatible with the Agreementsuccess of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering, the securities so included to be apportioned (i) first pro rata among the Selling Holders according to the total amount of securities requested to be included therein owned by each Selling Holder or allocated among such Selling Holders as they may agree and advise the Company shallin writing, subject and (ii) second, any remaining securities to any other selling stockholders exercising registration rights with respect to such securities. If any Person does not agree to the terms of any such underwriting or otherwise fails to comply with the provisions of this Agreement, such Person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) No Holder shall be entitled to exercise the registration rights set forth in this Section 8, use its best efforts 1.3 except with respect to cause to be registered under registrations by the Securities Act all Company that would occur after the expiration of the Registrable Securities that each such Holder has requested lock-up period applicable to be registered. Registration pursuant to this Section 3 Delek Group in connection with the Initial Public Offering. (d) The Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include terminate or withdraw any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities initiated under this Section 31.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company if required under Section 1.4 below.

Company Registration. (a) If (but without any obligation to do so) the Company proposes ATI shall determine to register (including any Common Stock either for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders its own account or the Existing Holders) any account of its shares under the Securities Act in connection with the public offering of such securities solely for cash (a security holder or holders exercising their respective demand registration rights, other than a registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a registration relating solely to a transaction covered by described in Rule 145 promulgated under the Securities Act, or a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any registration form which that does not permit secondary sales, ATI will: (i) promptly give to USW written notice thereof; and (ii) use its best efforts to include substantially in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in section 7.2(b) below, and in any underwriting involved therein, all the same information Registrable Shares specified in a written request made by USW and received by ATI within seven (7) days after the written notice from ATI described in clause (i) above is mailed or delivered by ATI. Such written request may specify all or a part of USW's Registrable Shares. (b) If the registration of which ATI gives notice is for a registered public offering involving an underwriting, ATI shall so advise USW as would a part of the written notice given pursuant to Section 7.2(a)(i). In such event, the right of USW to registration pursuant to this Section 7.2 shall be required conditioned upon USW's participation in such underwriting and the inclusion of USW's Registrable Shares in the underwriting to the extent provided herein. USW shall (together with ATI and the other holders of securities of ATI with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by ATI. Notwithstanding any other provision of this Section 7.2, if the representative of the underwriters advises ATI in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Shares from, or limit the number of Registrable Shares to be included in, the registration and underwriting. ATI shall so advise USW, and the number of shares of Common Stock that are entitled to be included in the registration and underwriting shall be allocated first to ATI for securities being sold for its own account and thereafter as set forth in Section 7.2(c). (c) In any circumstance in which all of the Registrable Shares and other shares of Common Stock with registration rights (the "Other Shares") requested to be included in a registration statement covering on behalf of USW or other selling shareholders cannot be so included as a result of limitations or the sale aggregate number of Registrable Shares and Other Shares that may be so included, the number of Registrable Shares and Other Shares that may be so included shall be allocated among USW and other selling shareholders requesting inclusion of shares pro rata on the basis of the number of Registrable Securities)Shares and Other Shares that are held by USW and other selling shareholders, provided, however, that such allocation shall not operate to reduce the Company shall, at such time, promptly give each Holder, Hony Holder aggregate number of Registrable Shares and Existing Holder written notice of Other Shares to be included in such registration. Upon If USW or any other selling shareholder does not request inclusion of the written request maximum number of each Holder given within twenty (20) days after mailing of such notice by Registrable Shares and Other Shares allocated to it pursuant to the Company in accordance with the Agreementabove-described procedure, the Company shallremaining portion of its allocation shall be reallocated among USW and other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of Registrable Shares and Other Shares which are held by USW and other selling shareholders, subject to the provisions of Section 8, use its best efforts to cause to and this procedure shall be registered under the Securities Act repeated until all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as Shares and Other Shares which may be filed by included in the Company, all upon the terms registration on behalf of USW and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3other selling shareholders have been so allocated.

Company Registration. 3.1 If (but without any obligation to do so) the Company proposes proposes, commencing nine months after the Closing, to register (including including, for this purpose purpose, a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Actstock plan, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, relating to a corporate reorganization or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale other transaction under Rule 145 of the Registrable SecuritiesAct), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder who holds Registerable Securities a written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 85, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant . 3.2 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company. 3.3 In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 3 to include any of the securities of the Holders in such underwriting unless they accept the terms of the underwriting, in customary form, as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company and approved by holders of at least a majority of the Registrable Securities, which approval shall not be unreasonably withheld, and then only in such quantity as the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion could materially and adversely jeopardize the success of the offering by the Company, then the Company shall be required to include in the offering only that number of securities, including Registrable Securities, that the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering (the securities so included to be (i) first the securities which the Company proposes to register, (ii) second, if remaining, pro rata among the Holders exercising their piggyback registration rights pursuant to Section 3.1 above based on their holdings of the Registrable Securities. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders' securities are first excluded. 3.4 For purposes of the preceding parenthetical concerning apportionment, for any stockholder that is a Holder of Registrable Securities that is a partnership or corporation, the Affiliates, partners, retired partners and stockholders of such Holder, or the estates and family members of any such Affiliates, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand registration single "Holder", as described in Section 2 above. If a Holder decides not applicable, and any pro-rata reduction with respect to include all or any such "Holder" shall be based upon the aggregate amount of its the applicable class of Registrable Securities in owned by all such registration by the Company, such Holder shall nevertheless continue to have the related entities and individuals. 3.5 The right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 33 may be used for an unlimited number of times.

Company Registration. If (but without any obligation to do so) at any time after the date of the Closing hereunder the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as Holders of Registrable Securities except a registration in which the Hony Holders or have the Existing Holdersright to include Registrable Securities under Section 7.2) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase or similar plan or a transaction covered by Rule 145 under registration relating to shares to be issued in connection with the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion acquisition of debt securities which are also being registeredanother company, or any a registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder of Registrable Securities written notice of such registration. Upon the written request of each Holder of Registrable Securities given within twenty (20) days after mailing the effectiveness of such notice by the Company in accordance with the AgreementSection 9.6, the Company shall, subject to the provisions of Section 87.8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder of Registrable Securities has requested to be registered. Registration . (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (but in no event later than 120 days after the initial request for registration), and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days, plus a period equal to any period during which the Holders are prohibited from making sales because of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court or a period during which the happening of any event which makes any statement made in the registration statement, the prospectus or any document incorporated therein by reference untrue or misleading in any material respect until a curative amendment or supplement is filed and furnished to the Holders; provided, however, that before filing a registration statement or prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference) the Company will furnish to the Holders of the Registrable Securities covered by such registration and, the underwriters, and any attorney, accountant or other agent retained by the Holders of Registrable Securities covered by such registration statement or underwriters copies of all such documents proposed to be filed, which documents will be subject to the reasonable and timely review and comment of such Holders, such counsel and underwriters, if any, and the Company will not file any registration statement or any amendment thereto or any prospectus or any supplement thereto filed in connection with a registration pursuant to this Section 3 7.2 (including such documents incorporated by reference and proposed to be filed after the initial filing of the registration statement) to which the Holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, shall reasonably and timely object; (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders of Registrable Securities, provided that the Company shall not be deemed required in connection therewith or as a condition thereto to be qualify to do business or to file a demand registration as described in Section 2 above. If a Holder decides not general consent to include all or any service of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities process in any subsequent registration statement such states or registration statements as may be filed by jurisdictions; and (e) Enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the Company, all upon the terms and conditions set forth hereinmanaging underwriter of such offering. There shall be no limit on the number of times the Holders may request registration Each Holder of Registrable Securities participating in such underwriting shall also enter into and perform its obligations under this Section 3such an agreement.

Company Registration. If (but without any obligation to do so) Effective from the expiration of the Lock-Up Term until the end of the Required Period, the Company proposes shall notify each Investor that holds Registrable Securities in writing at least ten (10) days prior to register (the filing of any Registration Statement related to an Underwritten Offering including for this purpose a registration effected shares of Common Stock by the Company for shareholders or one or more selling stockholders (other than the Holders, such as the Hony Holders or the Existing HoldersInvestors) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give “Registration Notice”) and will afford each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shallInvestor an opportunity, subject to the provisions terms and conditions of Section 8this Agreement, use its best efforts to cause include in such Registration Statement the number of Registrable Securities then held by such Investor that such Investor wishes to be registered under the Securities Act include in such Registration Statement. Each Investor desiring to include in any such Registration Statement all or any part of the Registrable Securities that each held by such Holder has requested Investor shall, within five (5) days after receipt of the Registration Notice, so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Investor wishes to be registered. include in such Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 aboveStatement. If a Holder an Investor decides not to include all or any of its Registrable Securities in such registration any Registration Statement thereafter filed by the Company, such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the CompanyCompany with respect to offerings of its securities, all upon the terms and conditions set forth herein. There Each Investor shall keep confidential and not disclose to any Third Party (i) its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. The right of any such Investor to include Registrable Securities in a registration statement pursuant to this Section 9.2(b) shall be no limit on conditioned upon such Investor’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting to the extent provided herein. The Investors proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 9.2(b), if the managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of times the Holders may request registration shares of Registrable Securities to be included in such Underwritten Offering and advises the Investors of such determination in writing, then the managing underwriter may exclude shares (including up to 100% of the Registrable Securities) from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to each of Investors requesting inclusion of their Registrable Securities in such Registration Statement and all other stockholders selling shares of Common Stock pursuant to such Registration Statement on a pro rata basis based on the total number of shares of Common Stock then held by each such Investor or other stockholder. Notwithstanding the foregoing, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 39.2(b) prior to the effectiveness of such registration whether or not any Investor has elected to include securities in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register any of its Common Stock under the Securities Act in connection with an underwritten public offering of such Common Stock solely for cash (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holdersbut not including (i) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities employee benefit plans, (ii) a registration relating solely to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Acttransaction, (iii) a registration in which the only shares Common Stock being registered are Ordinary Shares is Common Stock issuable upon conversion of convertible debt securities which that are also being registered, or any and (iv) a registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such proposed registration. Upon the written request of each Holder given delivered to the Secretary of the Company within twenty fifteen (2015) days after mailing the date of such notice by the Company in accordance with the AgreementCompany, the Company shallwill, subject to the provisions hereof, include in such registration, to the extent it takes place, the resale of Section 8, use its best efforts to cause to be registered under the Securities Act all such number of the Registrable Securities that each such Holder has requested to be registered. Registration ; provided, that the minimum number of Registrable Securities that each requesting Holder may request to be included shall be 50,000 shares. (b) Notwithstanding any other provision of this Exhibit C, if the managing underwriter of the public offering referred to in Section 2(a) advises the Company and/or the Holders in writing in its good faith judgment that marketing factors require a limitation of the number of securities to be underwritten in a registration pursuant to Section 2(a), then the underwriter shall first include in such registration the securities to be registered by the Company and securities to be registered by any other persons having rights as of the date hereof to include securities in such registration ("Pre-Existing Registrable Securities"), and thereafter may exclude some or all Registrable Securities from such registration pro rata with all other securities (other than Pre-Existing Registrable Securities) having rights to be included in such registration ("Other Registrable Securities") based on the total number of Registrable Securities and Other Registrable Securities requested; provided, however, that if any Registrable Securities or Other Registrable Securities shall be included in the registration and underwriting, then such shares of Registrable Securities shall be included in the registration and underwriting and allocated among all Holders thereof and all holders of Other Registrable Securities in proportion, as nearly as practicable, of the respective amounts of Registrable Securities and Other Registrable Securities requested to be registered in such registration by such Holders at the time of filing the registration statement to the total number of Registrable Securities and Other Registrable Securities so requested, or in such other manner as shall be agreed to by the Company, holders of Other Registrable Securities and Holders of a majority of the Registrable Securities proposed to be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. In the event that as a result of the proration provisions of this Section 3 any requesting Holder shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not entitled to include all or any in a registration at least 50% of its the Registrable Securities requested by such Holder, such Holder may elect to withdraw such Holder's request to include Registrable Securities in such registration by the Company(a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, such Holder shall nevertheless continue no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made. (c) The Company shall have the right to include terminate or withdraw any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 32 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 hereof.

Company Registration. (a) If at any time, or from time to time, prior to the date seven (but without any obligation to do so7) years after the date of this Agreement, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities, either for its own account or for the Securities Act in connection with the public offering account of such securities solely for cash (a security holder or holders, other than a registration on Form S-1 or S-8 relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a transaction covered by registration on Form S-4 relating solely to an SEC Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredtransaction, or any a registration on any other form which 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), the Company shall, at such time, will: (i) promptly give to each Holder, Hony Holder and Existing Holder written notice of thereof; and (ii) include in such registration. Upon , and in any underwriting involved therein, all the Registrable securities specified in any written request of each or requests by any Holder given or Holders received by the Company within twenty (20) days after mailing the date of the written notice required by Section 4.2(a)(i) above, on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through the underwriter in such notice by registration. (b) If the registration of which the Company in accordance with the Agreementgives notice is for a registered public offering involving an underwriting, the Company shall, subject shall so advise the Holders as a part of the written notice given pursuant to the provisions clause (i) of Section 8, use its best efforts 4.2(a). In such event the right of any Holder to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration registration pursuant to this Section 3 4.2 shall not be deemed to be a demand registration as described conditioned upon such Holder's participation in Section 2 above. If a Holder decides not to include all or any such underwriting and the inclusion of its such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such registration underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 4.2, if the underwriter determines that marketing factors require a limitation of the number of shares of Common Stock to be underwritten, the underwriter may limit the amount of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all of the Holders, in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. (d) Notwithstanding any other provision of this Section 4.2, no Holder shall nevertheless continue to have the right be entitled to include any Registrable Securities in any subsequent a registration statement or registration statements as may be filed by pursuant to this Section 4.2 if and to the Company, all upon the terms and conditions set forth herein. There shall be no limit on extent that such inclusion would reduce the number of times the Holders may request registration shares of Registrable Securities under this entitled to participate in such registration pursuant to Section 37.2, 7.3 or 7.4 of the Preferred Stock Purchase Agreement. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto but for the foregoing sentence, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among all of the Holders, in proportion, as nearly as practicable, to the amounts of Registrable Securities held by such Holders at the time of filing the registration statement.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holdersshareholders) any of its shares stock or other securities under the Securities Act in connection with the a public offering of such securities solely for cash (other than (i) a registration on Form S-8 (or other similar successor form) relating solely to the sale of securities to participants in a Company share option, share purchase or similar stock plan or a transaction covered by Rule 145 under to other compensatory arrangements to the Securities Actextent includable on Form S-8 (or other similar successor form), or (ii) a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, on Form S-4 (or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesother similar successor form), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the AgreementSection 22, the Company shall, subject to the provisions of Section 87, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant In the event that the underwriters advise the Company that marketing factors require a limitation of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to the Company; (ii) second, to the Outside Investors holding Registrable Securities that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Outside Investor; and (iii) thereafter, to the extent additional securities may be included in such offering, to the Angel Investors holding Registrable Securities that have elected to participate in such underwritten offering, pro rata according to the number of Registrable Securities held by each such Angel Investor; provided, however, that in no event shall the number of Registrable Securities to be registered by the Outside Investors be less than twenty percent (20%) of the total number of shares to be sold in such offering. The Company shall have no obligation under this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or make any offering of its Registrable Securities in such registration by the Companysecurities, such or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder shall nevertheless continue for its failure to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3do so.

Company Registration. If (but without any obligation to do soa) Whenever the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act securities in connection with the an underwritten public offering of such securities solely for cash (offering, other than a registration relating solely pursuant to Section 7.1, and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to the sale Investor and all other Holders of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten business days after the date of the Company’s notice (a “Piggyback Registration”). Any such person that has made such a written request may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, on or before the fifth business day prior to the planned effective date of such Piggyback Registration. The Company may terminate or withdraw any registration under this Section 7.6 prior to the effectiveness of such registration, whether or not such Investor or any other Holders have elected to include Registrable Securities in such registration. (b) The right of such Investor and all other Investors to registration pursuant to Section 7.6(a) will be conditioned upon such persons’ participation in such underwriting and the inclusion of such person’s Registrable Securities in the underwriting, and each such person will (together with the Company and the other persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any participating person disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and such Investor. (c) If a Piggyback Registration relates to an underwritten primary offering on behalf of the Company, and the managing underwriters advise the Company that in their reasonable opinion the number of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required requested to be included in a such registration statement covering exceeds the sale number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the Registrable Securitiesper share offering price), the Company shall, at will include in such time, promptly give each Holder, Hony Holder and Existing Holder written notice registration or prospectus only such number of securities that in the reasonable opinion of such registration. Upon underwriters can be sold without adversely affecting the written request marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the securities the Company proposes to sell, (ii) second, Registrable Securities of each Holder given within twenty (20) days after mailing and registrable securities of such notice by other investors in the Company in accordance with to the extent such shares are subject to piggyback registration rights pursuant to the Company’s Investor Rights Agreement dated as of June 30, 1999, as amended (the “Investor Rights Agreement, the Company shall”) on a pro-rata basis, subject to the provisions terms of Section 8this Agreement and the Investor Rights Agreement, use its best efforts to cause to be registered under the Securities Act all and (iii) third, any other securities of the Registrable Securities Company that each such Holder has have been requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3sold.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Actstock plan, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering coveting the sale of the Registrable SecuritiesSecurities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the AgreementSection 2.5, the Company shall, subject to the provisions of Section 8, use its best efforts to shall cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to . (b) Notwithstanding any other provision of this Section 3 1.2, if the managing underwriter of an underwritten distribution advises in writing the Company and the Holders of the Registrable Securities requesting participation in such registration that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered under this Section 1.2 exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (i) the number of shares of Registrable Securities and other securities so requested to be included in the offering shall not be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be issued by the Company, which shall have priority over the Registrable Securities), and (ii) such reduced number of shares shall be allocated among all participating Holders of Registrable Securities and holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities and other securities held by such Holders at the time of filing the registration statement; provided, however, that a minimum of thirty percent (30%) of the shares to be underwritten shall be allocated, on a pro rata basis, to the Holders requesting inclusion in such offering (the "selling stockholders"). For purposes of clause (ii) above concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the affiliates (as defined in the rules and regulations promulgated under the Act), partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand single "selling stockholder", and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration as described in Section 2 above. If a Holder decides not to include rights owned by all or any of its Registrable Securities entities and individuals included in such registration by the Company"selling stockholder", such Holder shall nevertheless continue to have the right to include any Registrable Securities as defined in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3sentence.

Company Registration. If (a) Subject to Section 2.2(b) below, if (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesSecurities or a SEC Rule 145 transaction), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with the AgreementSection 6.6, the Company shall, subject to the provisions of Section 8Sections 2.4, use its best efforts to 2.5, 2.6 and 2.7, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration Notwithstanding the foregoing, after the Company's initial public offering, the Company will not be required to give notice to the Holders of Registrable Securities if the underwriters managing the proposed offering have advised the Company in writing that in their judgment market conditions will not allow the inclusion of any secondary shares in such offering. If the managing underwriters and the Company subsequently determine to add any secondary shares in the offering, such notice shall be provided, and each Holder shall have the registration rights provided in this Section 2. (b) The registration rights of the Holders pursuant to this Section 3 shall not be deemed 2.2(a) above are subject to be a the demand registration rights of the Warrantholders, as more particularly described in Section 2 abovethe Registration Rights Agreement dated _______________, 1999, by and between the Company and the Warrantholders. If a Holder decides not to include all or The Company shall notify the Holders of any such registration unless the underwriters managing the proposed offering have advised the Company in writing that the inclusion of its Registrable Securities in such registration will reduce the amount of shares of Common Stock requested by the Company, such Holder shall nevertheless continue Warrantholders to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.be

Company Registration. If (but without any obligation 4.1 Subject to do so) Section 4.2, whenever the Company proposes to register (including for this purpose file a registration effected by the Company for shareholders other than the HoldersRegistration Statement at any time and from time to time, it will, prior to such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such timefiling, promptly give each Holder, Hony Holder and Existing Holder written notice to all Shareholders of such registration. Upon its intention to do so and, if the Company receives the written request of each Holder given any Shareholder holding Registrable Shares (other than any Shareholder that has at any time defaulted on its obligations in respect of a Reinsurance Draw) within twenty three (203) days after mailing of such notice by the Company in accordance with the Agreementprovides such notice, the Company shall, subject to the provisions of Section 8, shall use its reasonable best efforts to cause all Registrable Shares that the Company has been requested by such Shareholder or Shareholders to be registered under the Securities Act all of to the Registrable Securities extent necessary to permit their sale or other disposition; provided, however, that each such Holder has requested (a) the rights set forth in this Section 4 shall not apply to Registration Statements to be registered. Registration filed pursuant to Section 3 hereof and (b) the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 4 without obligation to any Shareholder. 4.2 In connection with any offering under this Section 4 involving an underwriting, the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right required to include any Registrable Securities Shares in any subsequent registration statement or registration statements as may be filed by such underwriting unless the Company, all upon holders thereof accept the terms of the underwriting as reasonably agreed upon between the Company and conditions set forth hereinthe underwriters selected by it. There shall be no limit on If the underwriter advises the holders of Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of times shares to be underwritten, then the Holders may request Company shall exclude from such registration (a) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities (including, without limitation, any Shareholder that has at any time defaulted on its obligations in respect of Registrable Securities a Reinsurance Draw), (b) second, securities held by any Person with such contractual rights other than those granted under this Section 3Agreement, (c) third, shares held by the holders of Other Registrable Shares pro rata among such holders on the basis of the respective number of Other Registrable Shares requested by them to be included in such registration, (d) fourth, shares held by any Defaulting Investors pro rata among such Defaulting Investors on the basis of the respective number of Class A Registrable Shares owned by such holders requesting to be included in such registration, (e) fifth, shares held by the holders of Class A Registrable Shares who are Institutional Investors (other than any Defaulting Investors) pro rata among such holders on the basis of the respective number of Class A Registrable Shares owned by such holders requesting to be included in such registration, and (f) sixth, shares held by the holders of Class A Registrable Shares who are not Institutional Investors pro rata among such holders on the basis of the respective number of Class A Registrable Shares requested by them to be included in such registration, but in no event shall the amount of Class A Registrable Shares included in the offering pursuant to clauses (e) and (f) be reduced below thirty percent (30%) of the total amount of securities included in such offering unless such offering is the initial public offering of the Company’s securities and no other shareholder has included shares in such registration.

Company Registration. If after one year from the Closing Date (but without any obligation hereunder to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersHolder(s)) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration effected pursuant to Section 2.1 of the Registration Rights Agreement dated December 31, 1996 by and between the Company and the State of Maryland Department of Business and Economic Development, as modified by a letter agreement of even date therewith (unless consented to in writing by the State of Maryland Department of Business and Economic Development), (ii) a registration effected pursuant to Section 2.1 of any of the Registration Rights Agreements by and between the Company and the purchasers of the Series E Convertible Preferred Stock (unless consented to in writing by such purchasers), (iii) a registration effected pursuant to Section 7.3 of the Warrant Agreement dated September 24, 1993 by and between the Company and Xxxxxxx Xxxxx Securities Incorporated (unless consented to in writing by the Holders of a Majority of the Warrant Shares (as such terms are defined therein), (iv) a registration relating solely to the sale of securities to participants in current or former employees, officers, advisors, consultants or directors of the Company or any subsidiary of the Company pursuant to a Company share option, share stock purchase or similar plan or a transaction covered stock option or stock awards approved by Rule 145 under the Securities ActBoard of Directors of the Company, (v) a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, on Form S-4 or any similar successor form, (vi) a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesSecurities or (vii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing giving of such notice by the Company in accordance with the AgreementSection 11.9, the Company shall, subject to the provisions of Section 810.4, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 3 shall not 10.3 if, at the time such registration would otherwise be deemed required, the Company delivers to the Holder(s) seeking to have their Registrable Securities included in such Registration an opinion of counsel, in form and substance reasonable acceptable to such Holder(s), to the effect that the Registrable Securities requested to be a demand registration as described in Section 2 above. If a Holder decides not registered may then be sold or transferred pursuant to include all or any Rule 144(k) of its Registrable the Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3Act.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its equity securities under the Securities Act, whether or not for sale for its own account or for the account of an affiliate or other person, in a manner that would permit registration of shares of Common Stock for sale to the public under the Securities Act on the same form proposed to be used in connection with the public offering of such securities solely for cash registration (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating solely to securities of the sale Company issuable upon exercise of securities to participants employee stock options or in a Company share option, share purchase connection with any employee benefit or similar plan of the Company or a transaction covered in connection with an acquisition by Rule 145 under the Securities ActCompany of any company involving the issuance of the Company's capital stock), a registration in it will give twenty (20) days' prior written notice to the Subscriber of its intention to do so and, upon the written request of the Subscriber made within ten (10) days after the receipt of any such notice (which request shall specify the only number of shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required Common Stock intended to be included in a registration statement covering disposed of by the sale Subscriber and the intended method of the Registrable Securitiesdisposition thereof), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, shall use its best efforts to cause to be registered effect the registration under the Securities Act of the number of shares of Common Stock that the Company has been requested to register by the Subscriber (the "Additional Shares"), to the extent required to permit the disposition (in accordance with the intended methods as specified by the Subscriber) of the Common Stock so to be registered; provided, however, that (i) the Company shall not be required to effect any such registration at any time when an exemption from registration is otherwise available to the Subscriber affording Subscriber the right to dispose of all of the Registrable Securities shares of Common Stock held by the Subscriber; and (ii) the Company shall not be required to include in such registration all of the Additional Shares requested by the Subscriber to be included therein if the registration of such number of shares would cause the market value of the number of shares to be registered by the Company on behalf of holders of piggyback registration rights to exceed one-third of the estimated market value of the Shares to be registered and sold by the Company and/or such other holders which may have requested such registration pursuant to a right to demand such registration; provided that to the extent permitted under its contractual obligation to holders of registration rights, the Company shall reduce the number of shares to be registered on behalf of holders of piggyback rights on a pro rata basis in proportion to the total number of shares of Common Stock (determined on a fully diluted basis assuming the conversion of any convertible securities) held by each such Holder has requested shareholder which requests registration of Additional Shares pursuant to piggyback rights granted by the Company. (b) If at any time after giving written notice to the Subscriber of its intention to register any of the Company's equity securities under the Securities Act (i) the Company in good faith shall determine not to register such securities, the Company may, at its election, give written notice of such determination to the Subscriber and, thereupon, shall be registered. Registration relieved of its obligation to register such shares pursuant to this Section 3 4.2 in connection with such registration, without prejudice, however, to any rights of the Subscriber to request that such registration be effected as a registration under Section 4.1, or (ii) the Company shall determine in good faith to delay the registration of such securities, the Company shall be permitted to delay the registration of such shares for the same period as the delay in registering the Shares to be registered by the Company for its own account or for others; and provided, further, that the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not required to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under pursuant to this Section 3.4.2

Company Registration. If (but without a) If, at any obligation time or from time to do sotime within seven (7) years after the effective date of the first registration statement for a public offering of securities of the Company, the Company proposes shall determine to register any of its securities, whether for its own account in connection with an offering of its securities to the general public for cash on a form which would permit the registration of Registrable Securities, other than (including i) a registration relating solely to employee benefit plans on Form S-1 or S-8 or similar forms which may be promulgated in the future, or (ii) a registration on Form S-4 or similar form which may be promulgated in the future relating solely to a SEC Rule 145 transaction, the Company will promptly give to the Holders written notice thereof and include in such registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities specified in a written request or requests, made within thirty (30) business days after mailing or personal delivery of such written notice from the Company by any Holders, except as set forth in Section 7.4(b). Such written request may specify all or a part of the Holder's Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.2(a). In such event the right of any Holder to registration pursuant to this purpose Section 1.2 shall be conditioned upon such Holder's participating in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in the form negotiated by the Company with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.2, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in such registration and underwriting to not less than thirty percent (30%) of the securities sought to be included therein (based on aggregate market values). The Company shall so advise all Holders whose securities would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement. If any Holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriter. (c) In the case of each registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely pursuant to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)Section 1.2, the Company shall, at such time, promptly give will keep each Holder, Hony Holder and Existing Holder written notice of such registration. Upon participating therein advised in writing as to the written request initiation of each Holder given within registration and as to the completion thereof. At its expense the Company will: (i) Keep such registration effective for a period of one hundred twenty (20120) days after mailing of such notice by or until the Company in accordance with Holders have completed the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as distribution described in Section 2 above. If the registration statement relating thereto, whichever first occurs; and (ii) Furnish such number of prospectuses and other documents incident thereto as a Holder decides not to include all or any of its Registrable Securities participating in such registration by the Company, such Holder shall nevertheless continue from time to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as time may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3reasonably request.

Company Registration. If (but without any obligation to do -------------------- so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration that is the Company's first registered public offering of securities of the Company, a registration relating solely to the sale of securities to participants in a Company share option, share purchase employee benefit plans on Form S-1 or similar plan Form S-8 or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, transaction on Form S-14 or Form S-15 or any other registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesSecurities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder each Founder written notice of such registration. Upon the written request of each any Holder or Founder given within twenty (20) days after mailing of such notice by the Company in accordance with the AgreementSection 3.5, the Company shall, subject to the provisions of Section 81.8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each any such Holder has requested to be registered, and any shares such Founder has requested to be registered; provided, however, the Company, upon the request of its underwriters, may reduce to an amount not less than twenty-five percent (25%) of the total offering the number of shares proposed to be registered by such Holders and Founders if marketing factors require a limitation of the number of shares underwritten. Registration In such event, the Company shall promptly advise all Holders and Founders participating in the underwriting and provide such Holders and Founders a reasonable opportunity to withdraw from their participation in the underwriting furthermore, in the event of such limitation, the number of shares that may be included by the Holders and Founders shall be allocated among all Holders and Founders participating in the underwriting in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each such Holder or Founder who requests to participate in such registration. Each Founder electing to register shares under this Section 1.3, and only for purposes of registering shares pursuant to this Section 3 1.3, shall not have the rights and obligations of a Holder under Sections 1.4, 1.5, 1.7, 1.8, 1.9, 1.10, 1.15 and 1.16 of this Agreement; provided, however, that in interpreting those Sections 1.4, 1.5, 1.7, 1.8, 1.9, 1.10 and 1.16 with respect to any Founder, the term "Registrable Securities" shall be deemed replaced with "shares sought to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in registered by such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3Founder".

Company Registration. a. If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a security holder or holders (including The Tail Wind Fund Ltd. and any of its transferees) exercising their respective demand registration rights, other than a registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a registration relating to a corporate reorganization or other transaction covered by under Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered145, or any a registration on any registration form which 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)permit secondary sales, the Company shall, at such time, will: (i) promptly give to each Holder, Hony Holder and Existing Registered Holder written notice of such registration. Upon the written request of each Holder given within twenty thereof; and (20ii) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 6.b. below, and in any underwriting involved therein, all the Warrant Shares specified in a written request or requests, made by any Registered Holder and received by the Company within ten (10) days after the written notice from the Company described in clause (i) above is received by the Registered Holder. Such written request may specify all or a part of a Holder's Warrant Shares. b. If the registration of which the Company gives notice is for a registered under public offering involving an underwriting, the Securities Act all Company shall so advise the Registered Holders as a part of the Registrable Securities that each written notice given pursuant to Section 6.a. In such event, the right of any Registered Holder has requested to be registered. Registration registration pursuant to this Section 3 6 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities conditioned upon such Registered Holder's participation in such underwriting and the inclusion of such Registered Holder's Warrant Shares in the underwriting to the extent provided herein. All Registered Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 6, such Holder shall nevertheless continue to have if the right to include any Registrable Securities representative of the underwriters advises the Company in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit writing that marketing factors require a limitation on the number of times shares to be underwritten, the Holders representative may request (subject to the limitations set forth below) exclude all Warrant Shares from, or limit the number of Warrant Shares to be included in, the registration and underwriting. The Company shall so advise all holders of Registrable Securities under this Section 3securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account. If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or the underwriter. Any Warrant Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersShareholder) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase a registration on any form which is not available for the resale of the Registrable Securities, a registration statement on Form S-4 or similar plan any successor form, or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares Common Stock being registered are Ordinary Shares is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder the Shareholders written notice of such registration. Upon the written request of each Holder the Shareholders given within twenty ten (2010) days after mailing of such notice by the Company in accordance with the AgreementSection 2.5, the Company shall, subject to the provisions of Section 8, use its best efforts to shall cause to be registered under the Securities Act all of the Registrable Securities that each such Holder the Shareholder has requested to be registered. Registration In connection with any registration pursuant to this Section 3 1.3 which involves the underwritten offering of the Company's securities, the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not required to include all or any of its Registrable Securities the Shareholder's securities under such registration statement unless the Shareholder agrees to enter into an underwriting agreement in the form agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such registration quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company, such Holder shall nevertheless continue to have . Each Shareholder acknowledges and agrees that at the right to include any underwriters' sole discretion the Registrable Securities in any subsequent registration statement or registration statements as may be filed excluded entirely from such offering. In addition, if a registration is to be effected pursuant to a request by another holder of Common Stock of the Company, all upon the terms and conditions set forth herein. There Shareholder's right to participate in any such registration shall be no limit on subject to the number prior consent of times such holder which consent may be withheld in the Holders may request registration of Registrable Securities under this Section 3holder's sole discretion.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersInvestor) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar stock plan or employee benefit plan, a registration relating to a corporate reorganization or other transaction covered by under Rule 145 under of the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder the Holders written notice of such registration. Upon the written request of each Holder the Holders given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with the AgreementSection 9.4, the Company shall, subject to the provisions of Section 86.2(c), use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has the Holders have requested to be registered. Registration pursuant . (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 6.2 prior to the effectiveness of such registration whether or not Investor has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company. (c) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 6.2 to include any of a Holder's Registrable Securities in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company or other such persons, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by Investor and by other security holders of the Company to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders and other selling security holders according to the total amount of securities entitled to be included therein owned by the Holders and such other selling security holders or in such other proportions as shall mutually be agreed to by such selling persons), but in no event shall the amount of securities of the selling Holders and other selling security holders be reduced below 30% of the total amount of securities included in such offering. For purposes of the preceding parenthetical concerning apportionment, for a Holder and any other selling security holder that is a partnership or corporation, the partners, retired partners and stockholders of such Holder or other selling security holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand registration as described in Section 2 above. If a single selling Holder decides not to include all or other security holder, and any of its Registrable Securities in such registration by the Company, such Holder pro rata reduction with respect thereto shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all based upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration aggregate amount of Registrable Securities under this Section 3owned by all such related entities and individuals.

Company Registration. (a) If (but without any obligation to do so) the Company at any time proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a Qualified Public Offering or a registration statement relating solely either to the sale of securities to participants in employees of the Company pursuant to a Company share stock option, share stock purchase or similar plan or a transaction covered by SEC Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiestransaction), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder at least twenty (20) days' written notice of such registrationits intention to do so. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing receipt of such notice by the Company Holder in accordance with the AgreementSection 5.7, the Company shall, subject to the provisions of Section 8, shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 . (b) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be deemed to be a demand registration as described in required under this Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right 2.2 to include any of the Holders' securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters). If the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by Selling Stockholders is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such Holders of Registrable Securities) to a number deemed satisfactory by such managing underwriter; provided that the shares to be excluded shall be determined in the following order of priority: (i) first, securities held by any Persons not having any such contractual, incidental registration rights, (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement that is not this Agreement or the Existing Agreement, (iii) third, Registrable Securities issued or issuable in any subsequent registration statement or registration statements as may be filed respect of Series A Preferred Stock held by the Company, all upon the terms and conditions set forth herein. There shall Investors (such Registrable Securities to be no limit excluded pro rata based on the number of times the Holders may request registration of such Registrable Securities under this Section 3requested to be registered by each Investor), (iv) fourth, Registrable Securities issued or issuable in respect of Series B Preferred Stock and Series C Preferred Stock held by the Investors (such Registrable Securities to be excluded pro rata based on the number of such Registrable Securities requested to be registered by each Investor); (v) fifth, Existing Agreement Registrable Securities held by parties to the Existing Agreement; and (vi) sixth, securities to be registered for the Company's own account.

Company Registration. If (but without any obligation to do so) -------------------- the Company proposes to register (including for this purpose a registration effected by the Company for shareholders and upon the request of stockholders other than the Holders, such as the Hony Holders or the Existing HoldersHolder(s) (a "Demand Registration")) any of its shares stock under the Securities Act ------------------- in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares stock being registered are Ordinary Shares is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration; provided -------- however, that such notice shall not be required to be given and the Registrable ------- Securities shall not be included in a Demand Registration if any shares that the Requesting Holders (as defined in Section 1.3 hereof) have the right and desire to include in such Demand Registration (as evidenced by the Requesting Holder(s) written request) are excluded from such registration for any reason. Upon the written request of each Holder given within twenty five (205) days after mailing of such notice by the Company in accordance with Section 2.6, or in the case of the registration statement currently proposed to be filed by the Company (notice of which is hereby deemed to be given), upon written request given within two days following the execution of this Agreement, the Company shall, subject to the provisions of this Section 81.2 and Section 1.8 of this Agreement, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration ; provided, however, that the time -------- ------- periods, filing procedures and manner of sale requirements governing such registration, unless specifically addressed herein, shall be determined by the Company's agreement with the Requesting Holders, or unilaterally by the Company if there are no Requesting Holders, and provided further, that the Company shall -------- ------- not be obligated to cause any such registration, qualification or compliance, pursuant to this Section 3 1.2 to become effective if the Company shall not be deemed furnish to be the Holder(s) a demand registration as described certificate signed by the president of the Company stating that in Section 2 above. If a Holder decides not to include all or any the good faith judgment of its Registrable Securities in such registration by the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Holder registration to be effected at such time, in which event the Company shall nevertheless continue to have the right to include any Registrable Securities in any subsequent defer the filing of the registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3statement.

Company Registration. If (but without any obligation to do soa) Until the seventh (7th) anniversary of the expiration of the Lock-Up Term, the Company shall notify (“Registration Notice”) the Company proposes Holders in writing at least five (5) Business Days prior to register (including for this purpose a i) the filing of any registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash statement (other than a any registration relating effected solely to the sale of securities to participants in a Company share option, share purchase or similar implement an employee benefit plan or a transaction covered by to which Rule 145 under the Securities Actis applicable, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredForm X-0, Xxxx X-0, or any registration on any successor forms thereto or other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of available for registering the Registrable SecuritiesSecurities for sale to the public and any related Prospectuses, amendments or supplements thereto) or (ii) in the case of a Shelf Registration Statement (including a previously filed Shelf Registration Statement), the Company shall, at such time, promptly give each Holder, Hony Holder anticipated pricing or trade date and Existing Holder written notice of such registration. Upon the written request of will afford each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shallan opportunity, subject to the provisions terms and conditions of Section 8this Agreement, use its best efforts to cause include in such registration statement or sale transaction the number of Registrable Securities then held by such Holder that such Holder wishes to be registered under the Securities Act include in such registration statement. Each Holder desiring to include in any such registration statement or sale transaction all or any part of the Registrable Securities that each held by such Holder has requested shall, within ten (10) Business Days after receipt of the Registration Notice (“Registration Notice Period”), so notify the Company in writing, and in such notification, inform the Company of the number of Registrable Securities such Holder wishes to be registeredinclude in such registration statement or sale transaction. Registration The Company may not sell any securities pursuant to this Section 3 shall not be deemed to be a demand such registration as described in Section 2 abovestatement until the Registration Notice Period has expired. If a Holder decides not to include all or any of its Registrable Securities in such any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the CompanyCompany with respect to offerings of its securities (either by the Company or by its stockholders), all upon the terms and conditions set forth herein. There . (b) Each Holder shall keep confidential and not disclose to any third party (i) its receipt of any Registration Notice and (ii) any information regarding the proposed offering as to which such notice is delivered, except as required by law, regulation or as compelled by subpoena. (c) If a registration pursuant to this Section 2.3 is an Underwritten Offering, the right of any such Holder to include Registrable Securities in such registration shall be no limit on conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Company and all Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2, if the managing underwriter for the Underwritten Offering determines in good faith that marketing factors require a limitation of the number of times the Holders may request registration shares of Registrable Securities to be included in such Underwritten Offering and advises the Holders of such determination in writing, such Underwritten Offering shall include (i) first, all securities proposed to be included in the Underwritten Offering by the Company, (ii) second, all Registrable Securities of the Holders allocated, if the amount is less than all the Registrable Securities requested to be sold, pro rata on the basis of the total number of Registrable Securities held by such Holders; and (iii) third, as many other securities proposed to be included in the Underwritten Offering by any Other Holders, allocated pro rata among such Other Holders, on the basis of the amount of securities requested to be included therein by such Other Holder so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the written opinion of such managing underwriter, can be sold without materially and adversely affecting the success of such Underwritten Offering. (d) Notwithstanding the foregoing, the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 32.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than the Company's Initial Offering, a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase a registration relating to a corporate reorganization or similar plan or a other transaction covered by under Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Founder written notice of such registration. In addition, if the Company proposes to register any of its stock for a Holder pursuant to Sections 1.2 or 1.4 hereof, the Company shall, at such time, promptly give each Founder written notice of such registration. Upon the written request of each a Holder or a Founder given within twenty (20) days after mailing of such a notice by the Company under this Section 1.3(a) in accordance with the AgreementSection 4.5, the Company shall, subject to the provisions of Section 81.3(c), use its best all reasonable efforts to cause to be registered under the Securities Act (i) all of the Registrable Securities that each such Holder has requested to be registered and (ii) all shares of Common Stock then held by a Founder ("Founder Securities") that each such Founder has requested to be registered. Registration In the event that any Founder Securities owned by a Founder are registered pursuant to this Section 3 shall not be deemed 1.3(a), then, for purposes of Sections 1.5, 1.6, 1.7 and 1.8 (as applied to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Companyonly), such Holder shall nevertheless continue to have the right to include any Registrable Founder Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on included within the number meaning of times "Registrable Securities" and such Founder shall be included within the Holders may request registration meaning of Registrable Securities under this Section 3"Holders."

Company Registration. If at any time after one year from the Effective Date (but without any obligation hereunder to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersHolder(s)) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration relating solely to the sale of securities to participants in or by current or former employees, officers, advisors, consultants or directors of the Company or any subsidiary of the Company pursuant to a Company share option, share stock purchase or similar plan or a transaction covered stock option plan or stock awards approved by Rule 145 under the Securities ActBoard of Directors of the Company, (ii) a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, on Form S-4 or any similar successor form, (iii) a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesSecurities or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing the giving of such notice by the Company in accordance with the AgreementSection 10.10, the Company shall, subject to the provisions of this Section 89.3, use its best efforts to Section 9.4 below and the Existing Rights, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration All expenses incurred in connection with the inclusion of the Holder's securities in the Company's underwritten offering pursuant to this Section 3 9.3 shall be borne by the Company (exclusive of underwriting discounts and commissions and any fees and expenses of counsel to any Holder(s)). The Company shall not be deemed obligated to be effect, or to take any action to effect, any registration pursuant to this Section 9.3 if (i) a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include statement on Form S-3 covering any Registrable Securities is in any subsequent effect, (ii) at the time such registration statement would otherwise be required, the Registrable Securities requested to be registered may then be sold pursuant to Rule 144(k) of the Securities Act or registration statements as may be filed by (iii) the Companymanaging underwriter advises that, all upon in its sole discretion, inclusion of the terms and conditions set forth herein. There shall be no limit on Registrable Securities would adversely affect the number marketing of times the Holders may request registration offering; provided, however, that if the managing underwriter determines that the total amount of Registrable Securities requested by the Holders to be included in such offering exceeds the amount of securities of such Holders that the managing underwriter determines in its sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such Registrable Securities owned by such Holders which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (subject to the provisions of the Existing Rights, the securities so included to be apportioned pro rata among the Holders and the holders of other securities entitled to be included in such underwriting under this Section 3the terms of any registration rights agreement with the Company).

Company Registration. If (but without any obligation to do so) the Company at any time prior to October 31, 2006 proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such unregistered equity securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which for sale to the only shares being registered are Ordinary Shares issuable upon conversion public, whether for its own account or for the account of any holder or holders of any class of the Company's unregistered equity or debt securities which are also being registered, (except with respect to registration statements on Forms S-4 or any registration on any S-8 or another form which does not include substantially the same information as would be required to be included in a registration statement covering available for registering the sale of the Registrable SecuritiesSecurities to the public generally), the Company shall, at such time, promptly shall give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty proposed registration to Xxxx no later than thirty (2030) days prior to the filing of the Registration Statement with respect to such sale. Subject to the terms of this Rights Agreement, such written notice shall offer Xxxx the opportunity to register such number of shares of Registrable Securities as Xxxx may request on the same terms and conditions as the other securities being registered. In the event that Xxxx desires to have his Registrable Securities included in such Registration Statement, he shall so advise the Company, in writing, within fifteen (15) business days after mailing the date of such notice by from the Company Company. The notice from Xxxx shall also state the number of Registrable Securities that Xxxx desires to be registered. Subject to the limitations set forth in accordance with the Agreementthis Section 2.1, the Company shall, subject to the provisions of Section 8, use its best efforts to shall cause to be registered under the Securities Act included in such Registration Statement all or any part of the Registrable Securities that each such Holder has requested Xxxx requests, to be registeredregistered therein. Registration In the event that any registration pursuant to this Section 3 2.1 shall not be deemed to be a demand registration as described be, in Section 2 above. If a Holder decides not to include all whole or any in part, an underwritten public offering of its Registrable Securities in such registration by of the Company, such Holder shall nevertheless continue the obligation of the Company to have register the right to include any sale of Registrable Securities in any subsequent registration statement or registration statements as may by Xxxx shall be filed by the Company, all conditioned upon Xxxx becoming subject to the terms and conditions set forth hereinof the underwriting agreement between the Company and the underwriter or underwriters in such offering. There shall In addition thereto, if, in connection with any underwritten public offering of Registrable Securities, the Company is advised by the managing underwriter that the total number or type of securities to be no limit on included in the Registration Statement under this Section 2.1 is such as to materially and adversely affect the success of the public offering of the Company's securities, then the number of times the Holders may request registration of Registrable Securities under this Section 3that Xxxx desires to be registered may be reduced. Notwithstanding the above, at no time shall the Company register hereunder less than twenty percent (20%) of the total value of the Registrable Securities then owned by Xxxx that Xxxx has requested be so registered.

Company Registration. If (but without a) If, at any obligation time or from time to do so) the Company proposes time, Pharmasset shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities, either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash (a security holder or holders exercising their respective demand registration rights, other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase employee benefit plans on Form S-8 or similar plan forms which may be promulgated in the future or a transaction covered by registration on Form S-4 or similar forms which may be promulgated in the future relating solely to a Commission Rule 145 under the Securities Actor similar transaction, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, Pharmasset will (i) promptly give to each Holder, Hony Holder and Existing Holder written notice thereof and (ii) include in such registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities of such registration. Upon the Holders as specified in a written request of each Holder given or requests made within twenty fifteen (2015) days after mailing receipt of such written notice by from Pharmasset. (b) If the Company registration of which Pharmasset gives notice is for a registered public offering involving an underwriting, Pharmasset shall so indicate in accordance with the Agreement, notice given pursuant to Section 4.2(a). In such event the Company shall, subject right of any Holder to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration registration pursuant to this Section 3 4.2 shall not be deemed conditioned upon such Holder’s agreeing to be a demand registration as described participate in Section 2 above. If a Holder decides not to include all or any such underwriting and in the inclusion of its such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with Pharmasset and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Pharmasset or by other holders exercising any demand registration by rights. If any Holder disapproves of the Companyterms of any such underwriting, such Holder shall nevertheless continue may elect to have withdraw therefrom by written notice to Pharmasset and the right to include any Registrable Securities in any subsequent registration statement underwriter. Any securities excluded or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There withdrawn from such underwriting shall be no limit on withdrawn from such registration. Notwithstanding any other provision of this Section 4.2, if the underwriter determines that marketing factors require a limitation of the number of times shares to be underwritten, the Holders underwriter may request registration exclude some or all of the shares of Registrable Securities from such registration and underwriting; provided, however that there shall first be excluded shares proposed to be included by holders not possessing legal rights to include the same pursuant to this Section 4.2 or any similar provision and further provided the rights granted under this Section 34.2 shall be subject to any superior registration rights granted to third parties.

Company Registration. If At any time after July 30, 2014 that there is not in existence an effective registration statement covering all of a Holder’s Registrable Securities (but without any obligation to do so) a “Precluded Holder”), if the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock under the Securities Act in connection with the “public offering offering” (as such term is interpreted by Nasdaq under its rules and regulations) of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar stock plan or a transaction covered by Rule 145 under the Securities Act, a registration relating to an “equity line of credit” or similar offering, a registration in which the only shares stock being registered are Ordinary Shares is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing such Precluded Holder written notice of such registration. Upon the written request of each Precluded Holder given within twenty fifteen (2015) days after mailing of such notice by the Company in accordance with the AgreementSection 2.3, the Company shall, subject to the provisions of Section 81.5, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Precluded Holder has requested to be registered. Registration pursuant to this Section 3 ; provided, however, that in connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be deemed to be a demand registration as described in required under this Section 2 above. If a Holder decides not 1.3 to include all or any of its Registrable Securities the Precluded Holders’ securities in such registration underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other Persons entitled to select the underwriters), and then only in such quantity as the underwriters determine will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such Holder shall nevertheless continue to have offering exceeds the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed amount of securities (sold other than by the Company) that the underwriters advise the Company in writing is compatible with the success of the offering, all upon then the terms and conditions set forth herein. There Company shall be no limit on required to include in the offering only that number of times such securities, including Registrable Securities, which the Holders may request registration underwriters have advised the Company in writing will not jeopardize the success of Registrable Securities under this Section 3the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders).

Company Registration. (a) If (but without at any obligation time, or from time to do so) time, the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) Register any of its shares under securities either for its own account or for the Securities Act in connection with the public offering account of such any holder of its securities solely for cash (including a Holder) (other than pursuant to Section 8.03 or 8.05 hereof), other than a registration Registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a transaction covered by Registration relating solely to a Rule 145 under the Securities Act, transaction or a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration Registration on any Registration form which 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)permit secondary sales, the Company shall, at such time, will: (1) promptly give to each Holder, Hony Holder and Existing Holder written notice thereof; (2) include in such Registration (and any related qualification under Blue Sky Laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made within 20 days after receipt of such registrationwritten notice from the Company, by any Holder or Holders, except as set forth in Section 8.02(b) hereof. Upon the Any such written request may specify all or a part of each Holder given within twenty a Holder's Registrable Securities. (20b) days after mailing If the Registration of such notice by which the Company in accordance with the Agreementgives notice is for a Registered public offering involving an underwriting, the Company shall, subject to shall so advise the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all Holders as part of the Registrable Securities that each written notice given pursuant to Section 8.02(a) hereof. In such event, the right of a Holder has requested to be registered. Registration pursuant to this Section 3 8.02 shall not be deemed to be a demand registration as described conditioned upon such Holder's participation in Section 2 above. If a Holder decides not to include all or any such underwriting and the inclusion of its such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 8.02, such Holder shall nevertheless continue to have if the right to include any Registrable Securities underwriter advises the Company in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit writing that marketing factors require a limitation on the number of times shares to be underwritten, the Holders underwriter may request registration limit the amount of Registrable Securities under this to be included in the Registration and underwriting, and the number of shares to be included in such underwriting or Registration shall be allocated as set forth in Section 313 hereof.

Company Registration. (a) If (but without any obligation to do so) ), at any time after twelve months after the effective date of the registration statement relating to the IPO, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than the IPO, a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) 20 days after the mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, . subject to the provisions of Section 8subsection 1.3(b), use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to . (b) In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required under this Section 3 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 30% of the total amount of securities included in such offering or (ii) notwithstanding (i) above, any shares being sold by a stockholder exercising a demand registration right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration as described in Section 2 above. If a Holder decides not to include rights owned by all or any of its Registrable Securities entities and individuals included in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities "selling stockholder," as defined in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3sentence.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar an employee stock plan or a transaction covered by with respect to corporate reorganizations or other transactions under Rule 145 under of the Securities Act, or a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registrationregistration at least twenty (20) days prior to the initial filing with the SEC of such registration statement. Upon the written request of each Holder given within twenty ten (2010) days after mailing of such notice by the Company in accordance with the Agreementnotice, the Company shall, subject to the provisions of Section 80 below, use its best efforts to cause to be registered under include in the Securities Act registration statement all of the Registrable Securities that each such Holder has requested to be registered. Registration . (b) In connection with any Underwritten Offering, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless such Holders accept the terms of the underwriting reasonably necessary to effect the offer or sale of the Registrable Securities and as agreed upon between the Company and the underwriters selected by it (or by other Persons entitled to select the underwriters), and then only as set forth below: (i) If a registration is initiated as an Underwritten Offering by and on behalf of the Company, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell and (ii) second, to other securities (including Registrable Securities) requested to be included in such registration by the stockholders of the Company on a pro rata basis (based on the selling stockholders’ relative ownership of Registrable Securities or on such other basis as such holders may agree among themselves and the Company). (ii) If a registration is initiated as an Underwritten Offering on behalf of a holder of the Company’s securities (other than a Holder of Registrable Securities pursuant to this Section 3 1.2), and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall not include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and (ii) second, to other securities (including Registrable Securities) requested to be included in such registration by other security holders, the Company and the Holders, pro rata among such holder(s), the Company and the Holders on the basis of the number of shares requested to be registered by them. (c) For purposes of determining apportionment among selling stockholders, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a demand single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as described defined in this sentence. In connection with any offering involving an underwriting of shares of the Company’s capital stock, each Holder agrees to comply with the terms set forth in the underwriters agreement between the Company and the one or more underwriters participating in such offering. Notwithstanding anything to the contrary set forth herein, the Company may withdraw a registration statement initiated under this Section 2 above. If a Holder decides not 1.3 at any time prior to include all or any the time it becomes effective; provided that, in such event, the Company shall reimburse Holders of its Registrable Securities requested to be included in such registration for all out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred with respect to such registration prior to such withdrawal by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including including, for this purpose purpose, a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than an Excluded Registration) (a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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“Registration Statement”), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registrationRegistration Statement. Upon the written request of each Holder given within twenty five (205) business days after mailing of such notice is given by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 82(b) below, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registeredincluded in such Registration Statement. Registration pursuant For such request by Holder to be effective, it must be accompanied by (i) a completed, signed and dated selling stockholder questionnaire in form and substance to be determined by the Company, and (ii) a description of the proposed plan of distribution of the Registrable Securities for inclusion in the Prospectus. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 2(a) before the effective date of such Registration Statement, whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3. (b) If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the Company or the underwriters in its or their reasonable discretion determine may be registered under applicable law, rule or regulation (or any interpretation thereof by any government or regulatory authority, including any securities regulator) or is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the Company or the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, and regardless of whether such registration is underwritten or not, in no event shall any registrable securities described in the Priority Registration Rights Agreement be excluded from such Registration Statement unless all Registrable Securities described in this Agreement are first excluded from such offering. For purposes of the provision in this Section 2(b) concerning apportionment, for any selling stockholder that is a Holder and a partnership, limited liability company, or corporation, the partners, members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, members, and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a demand registration as described in Section 2 above. If a Holder decides not single “selling Holder,” and any pro rata reduction with respect to include all or any of its Registrable Securities in such registration by the Company, such Holder “selling Holder” shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all based upon the terms and conditions set forth herein. There shall be no limit on the aggregate number of times the Holders may request registration of Registrable Securities under owned by all Persons included in such “selling Holder,” as defined in this Section 3sentence.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders, the JD Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder Holder, XX Xxxxxx and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered, in addition to any registrable securities that the other holders of the registration rights contemplated by the Existing Investors’ Rights Agreement, the Hony Registration Rights Agreement and the JD Investor Rights Agreement. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3. The Company may, in its sole discretion, defer, terminate or withdraw any registration initiated under this Section 3 whether or not the Holders have elected to include any Registrable Securities in such registration. Notwithstanding anything contained herein, in the event that the SEC or applicable federal securities laws and regulations prohibit the Company from including all of the Registrable Securities requested by the Holders to be registered in a registration statement pursuant to this Section 3, then the Company shall be obligated to include in such registration statement only such portion of the Registrable Securities as is permitted by the SEC or such federal securities laws and regulations.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) conduct an underwritten public offering of any of its shares stock or other equity securities solely for cash pursuant to an effective registration statement under the Securities Act (other than registrations on Form S-8 or S-4 (or any successor forms) or registrations in connection with the public dividend reinvestment plans and stock purchase plans) including any such offering of such securities solely for cash (other than a registration relating solely undertaken pursuant to the sale of securities to participants in a Company share optionSection 2.3, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), then the Company shall, at such time, shall promptly give each Holder, Hony Holder and Existing Holder written notice of such registrationproposed underwritten offering. Upon the written request of each any Holder given within twenty (20) days after mailing receipt of such notice by from the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 82.5, use its best efforts to cause to be registered under the Securities Act included in such offering all of the Registrable Securities that each such Holder has requested requests to be registeredincluded therein. Registration pursuant to this Section 3 The Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include select the managing underwriter(s) for any underwritten registration not made pursuant to Section 2.3. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested by the managing underwriters, so long as all Holders participating in such underwritten offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, shares and as to the accuracy and completeness of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Holder pertaining exclusively to such Holder. No registration of Registrable Securities effected under this Section 2.4 shall relieve the Company of its obligations pursuant to Sections 2.1, 2.2 or 2.3. As of the date of this Agreement, the Company has not entered into any agreement (other than the Settlement Agreement and Release dated November 10, 2003 relating to X.X. Xxxxx & Co. (the “Settlement Agreement”)) providing any Person with registration rights with respect to securities of the Company that are equal to, or more favorable in any respect than, or that otherwise would conflict with, the rights granted under this Section 2.4. From and after the date of this Agreement, the Company shall not, other than the agreement to be entered into in connection with the shares to be issued in the Grace settlement in the form provided to the Holders prior to the entry into the Merger Agreement, (a) enter into any agreement providing any Person with registration rights with respect to securities of the Company that are equal to, or more favorable in any respect than, or that otherwise would conflict with, the rights granted under this Section 2.4 and which does not expressly provide that the Holders in this Agreement have priority over such Persons in any subsequent registration statement or registration statements as may be filed by (b) with respect to the Company’s securities, all upon enter into any agreement or arrangement, take any action, or permit any change to occur that violates or subordinates the terms and conditions set forth herein. There shall be no limit on the number of times rights expressly granted to the Holders may request in this Agreement. Notwithstanding any other provision hereof, Unilever and its Affiliates shall have no rights of notice, to registration of Registrable Securities or otherwise under this Section 32.4.

Company Registration. If (but without any obligation to do so) at any time prior to the third anniversary of this Agreement, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares securities under the Securities Act of 1933, as amended (the “Act”), in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionon Form X-0, share purchase Xxxx X-0 or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable SecuritiesSecurities (as defined in Section 1(a) below)), the Company shall, at each such time, promptly give each Holder, Hony Holder and Existing Holder Investor written notice of such registration. Upon the written request of each Holder an Investor given within twenty (20) days after mailing receipt of such written notice by from the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 8, use its best efforts to shall cause to be registered under included in the Securities Act registration statement all of the Registrable Securities that each such Holder the Investor has requested to be registeredregistered (a “Piggyback Registration Statement”); provided, however, that if the managing underwriter of any underwritten offering by the Company expresses reasonable written objection to the registration of all of the Registrable Securities, then the Registrable Securities which shall be registered in such offering on behalf of holders of Registrable Securities shall be reduced in the proportion equal to the average proportion of reduction as that of all such holders seeking registration in connection with such offering, subject to any rights granted to other holders of securities of the Company that are expressly by the terms of their agreements with the Company entitled to have priority registration rights. If, at any time after giving written notice of its intention to register any such Registrable Securities and prior to the effective date of the Piggyback Registration pursuant to this Section 3 Statement filed in connection with such registration, the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides determine for any reason not to include all register or any to delay registration of such Registrable Securities, the Company may, at its Registrable Securities election, give written notice of such determination to each Investor and, thereupon, in such registration by the Companycase of a determination not to register, such Holder shall nevertheless continue to have the right to include Company need not register any Registrable Securities in connection with such registration. (a) For purposes of this Agreement, “Registrable Securities” means all of the Shares, together with any subsequent registration statement shares of common stock issuable upon exercise of the Warrants, and any shares of common stock issued or registration statements issuable with respect to the Shares as may be filed by a result of any stock split, dividend or other distribution, recapitalization or similar event with respect to the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3Shares.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares capital stock under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with the public offering of such securities solely for cash (other than a registration relating effected solely to the sale of securities to participants in a Company share option, share purchase or similar implement an employee benefit plan or a business combination transaction covered by Rule 145 or any other similar transaction for which a registration statement on Form S-4 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, Act or any registration on any comparable successor form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesis applicable), the Company shall, at such time, will promptly give each Holder, Hony Holder and Existing Holder written notice thereof to the Holders of Registrable Securities at least thirty (30) days prior to the filing of such registrationregistration statement, or such lesser time that is reasonable taking into account the Company’s contractual obligation to file such registration statement. Upon the written request of each Holder given within twenty (20) days after mailing the giving of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of this Section 81.3 and the Company’s contractual limitations on including other securities in such registration statement, use its best efforts to cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 . (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be deemed to be a demand registration as described in required under this Section 2 above. If a Holder decides not 1.3 to include all or any of its Registrable Securities the Holders’ securities in such registration underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.3, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company (or, if such registration is effected by the Company for stockholders with registration rights other than the Holders, such Holder stockholders); second, to the Holders on a pro rata basis based on the total number of Registrable Securities owned by the Holders; and third, to any other stockholders of the Company (other than a Holder) on a pro rata basis; provided, that any such reduction of shares included by Holders shall nevertheless continue be borne pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to include terminate or withdraw any Registrable Securities in any subsequent registration statement or registration statements as may be filed initiated by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities it under this Section 31.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. If (but without any obligation a) The Buyer may determine to do so) provide for the Company proposes to register (including firmly underwritten sale of Buyer Common Stock for this purpose a registration effected by its own account and/or the Company for shareholders account of other than the Holdersstockholders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act and in connection with such determination, file with the public offering of such securities solely for cash (other than SEC a registration relating solely statement to register such Buyer Common Stock (an "Underwritten Sale"). The Buyer shall give prompt written notice to the sale Resale Holders of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, filing of a registration statement relating to any Underwritten Sale where such filing is made on or before April 15, 2000 and any Resale Holder may participate in which such Underwritten Sale (and any related qualification under blue sky laws or other related compliance) by providing written notice to the only shares being registered are Ordinary Shares issuable upon conversion Buyer within 10 calendar days of debt securities which are also being registeredthe delivery of the foregoing notice from the Buyer. If in the good faith judgment of the managing underwriter of the Underwritten Sale, the inclusion of all or any registration on any form which does not include substantially portion of the same information as would be required Registrable Shares requested to be included in a registration statement covering the sale Underwritten Sale would reduce the number of shares to be offered by the Buyer or interfere with the successful marketing of the Registrable Securities)securities offered by the Buyer, the Company shallnumber of Registrable Shares otherwise to be included by Resale Holders in the Underwritten Sale may be reduced pro rata or excluded altogether; provided, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice that the Registrable Shares must be treated in the same manner as shares of such registrationBuyer Common Stock held all other selling security holders. Upon To facilitate the written request allocation of each Holder given within twenty (20) days after mailing of such notice by the Company shares in accordance with the Agreementabove provision, the Company shall, subject to Buyer or the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as underwriters may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on round the number of times shares allocated to any Resale Holder to the nearest 100 shares. (b) All Resale Holders may request registration of distributing Registrable Securities under this Section 3through the Underwritten Sale shall (together with the Buyer and the other holders distributing their securities through the Underwritten Sale) enter into an underwriting agreement in customary form with the managing underwriter. The underwriter(s) for an Underwritten Sale shall be selected by the Buyer in its sole discretion. If any Resale Holder disapproves of the terms of the Underwritten Sale, he or she may elect to withdraw therefrom by written notice to the Buyer and the managing underwriter.

Company Registration. (a) If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities, either for its own account or the Securities Act account of a security holder or (b) The right of any holder to registration pursuant to this Paragraph 2 shall be conditioned upon such Holder's participation in connection the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the public offering Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company, and may, at their option, require that any or all of the representations and warranties by and the covenants and other agreements on the part of, the Company to and for the benefit of such securities solely underwriter shall also be made to and for cash (the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the company or the underwriter other than those relating to such Holders., their Shares and their intended methods of distribution and information about such Holders provided by such Holders for use in the registration statement. If requested by the underwriter, the Holders will agree, for themselves and their affiliates, not to sell or offer to sell any shares of their Capital Stock for a reasonable period of time (not to exceed one hundred eighty (180) days) after the effective date of the registration relating solely statement. Notwithstanding any other provision of this Paragraph 2, if the underwriter determines that marketing factors require a limitation of the numbers of shares to be underwritten, the sale underwriter may limit the number of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Registrable Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a the registration statement covering and underwriting; provided, however, that with respect to such registration, the sale underwriter may not limit the amount of Registrable Securities included in such registration and underwriting to less than an amount equal to the product of (i) the total number of shares of Capital Stock held 4 by all shareholders of the Registrable Securities)company (including the Holders) that are proposed to be included such registration and underwriting and (ii) a fraction, the numerator of which is the total number of Registrable Securities held by all selling Holders and the denominator of which is the total number of shares held by all selling shareholders (including the selling Holders). The Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice shall so advise all Holders of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to Registrable Securities which would otherwise be registered under and underwritten pursuant hereto, and the Securities Act all number of the shares of Registrable Securities that each may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder has Holders at the time of filing the registration statement. If any selling shareholder withdraws from the registration and underwriting the Company will include in any such registration a proportional number of additional shares of Registrable Securities which were requested to be registered. Registration included by a Holder and which were excluded pursuant to this Section 3 shall not be deemed the above-described underwriter limitation up to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in the maximum set by such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3underwriter.

Company Registration. 2.1. If (but without at any obligation time or from time to do so) time until the fourth anniversary of the date of this Agreement, the Company proposes shall determine to register (including for this purpose file a registration effected statement for an underwritten public offering of its equity securities (for the avoidance of doubt, the following will not apply to any registration statement filed on a Form X-0, Xxxx X-0 or any successor forms), the Company will: (A) promptly give to each holder of Registrable Securities written notice thereof; and (B) subject to Section 2.2 below, include in such registration (and any related qualification under blue sky laws or other compliance) all the Registrable Securities specified in a written request or requests made within 7 days after receipt of such written notice from the Company by any holder of Registrable Securities. 2.2. The right of any holder of Registrable Securities to registration pursuant to this Section 2 shall be conditioned upon such holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each holder of Registrable Securities proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such holder’s obligations under an underwriting agreement with the managing underwriter selected for such underwriting by the Company for shareholders other than or by the Holdersstockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in the form negotiated by the Company or such stockholders, such as the Hony Holders case may be). Notwithstanding any other provision of this Section 2, if the managing underwriter or underwriters of a proposed underwritten offering with respect to which holders of Registrable Securities have exercised their piggyback registration rights advise the Existing Holders) any Board of Directors of the Company that in its shares under or their opinion the number of Registrable Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required requested to be included in a registration statement covering the sale offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (i) first, up to the total number of securities that the Company has requested to be included in such registration; provided that the number of Registrable Securities to be included in such offering shall be no less than thirty percent (30%) of the total number of securities proposed to be distributed through such offering (allocated among the holders of Registrable Securities pro rata based upon the number of Registrable Securities held by all such holders of Registrable Securities), (ii) second, and only if all the Company shallsecurities referred to in clause (i) have been included, at up to the total number of securities that the holders of Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in the offering have requested to be included in such timeoffering (pro rata based upon the number of Registrable Securities and other securities entitled to registration rights held by all such holders of Registrable Securities and other securities having such contractual right), promptly give each Holderand (iii) third, Hony Holder and Existing Holder written notice only if all the securities referred to in clause (ii) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such registrationadverse effect. Upon To facilitate the written request allocation of each Holder given within twenty (20) days after mailing of such notice by the Company shares in accordance with the Agreementabove provisions, the Company shall, subject or the managing underwriters may round the number of shares allocated to any holder of Registrable Securities or other holder to the provisions nearest 100 shares. If any holder of Section 8Registrable Securities disapproves of the terms of any such underwriting, use its best efforts such holder may elect to cause withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 2.3. The Company or the holders of securities who have caused a registration statement to be registered filed as contemplated by this Section 2, as the case may be, shall have the right to have any registration initiated by it or them under this Section 2 terminated or withdrawn prior to the Securities Act all effectiveness thereof, whether or not any holder of the Registrable Securities has elected to include securities in such registration; provided, however, that each such Holder has requested holder of Registrable Securities shall again be entitled to be registered. Registration exercise its demand rights pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 32.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares capital stock under the Securities Act in connection with the public offering and whether or not for sale of such securities solely for cash its own account (other than a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase a registration relating to a corporate reorganization or similar plan or a other transaction covered by under Rule 145 under of the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which (including Form 8-4 and Form S-8) that does not include substantially the same information as would be required to be included in a registration statement 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registrationregistration (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders’ right to participate in such registration under this Section 1.3 as hereinafter provided. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 81.3(c), use its best efforts to cause a Registration Statement to be registered under the Securities Act become effective, which includes all of the Registrable Securities that each such Holder has requested to be registered. The Holders requesting inclusion in such registration may, at any time up to twenty (20) days prior to the effective date of the Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other Persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company. If (1) the total amount of securities requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering or (2) solely in the case of the Initial Offering, if the underwriters determine that inclusion of the Registrable Securities will materially jeopardize the success of the Initial Offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, if any, that the underwriters determine in their sole discretion will not materially jeopardize the success of the offering. The securities included in such registration shall be apportioned pro rata among the selling Holders and other security holders that have the right as of the date hereof (or hereafter pursuant to Section 1.12 hereof) to require registration of their shares in a Registration Statement under this Section 3 1.3, according to the total amount of securities entitled to be included therein owned by each selling Holder and other holder or in such other proportions as shall not mutually be agreed to by such selling Holders and other holders; provided that no Registrable Securities (and securities of the Company held by other holders that have rights as of the date hereof or acquired hereafter pursuant to Section 1.12 hereof) shall be excluded until all Common Stock held by stockholders, directors, officers and employees of the Company have been excluded, but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Offering of the Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a demand registration as described in Section 2 above. If a Holder decides not single “selling Holder,” and any pro rata reduction with respect to include all or any of its Registrable Securities in such registration by the Company, such Holder “selling Holder” shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all based upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration aggregate amount of Registrable Securities under this Section 3owned by all such related entities and individuals.

Company Registration. (a) If (but without at any obligation time or from time to do so) time the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities, either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash (a security holder or holders, other than (i) a registration relating solely to the sale of securities employee benefit plans, or (ii) a registration relating solely to participants in a Company share option, share purchase or similar plan or a transaction covered by Commission Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)transaction, the Company shall, at such time, will: (i) promptly give to each Holder, Hony Holder and Existing Holder written notice of thereof; and (ii) include in such registration. Upon registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request of each Holder given or requests, made within twenty (20) days after mailing receipt of such written notice from the Company, by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities or other securities to be included in such registration, provided, however, that after the Company’s initial firm commitment underwritten public offering (the “IPO”) no such limitation shall reduce the percentage of Registrable Securities included in such registration below fifty percent (50%). In the Company’s IPO, such limitation may reduce the percentage of Registrable Securities included in such registration to 0%. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities contractually entitled to registration in the offering held by such Holders and such other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the Agreementabove provisions, the Company shall, subject may round the number of shares allocated to any Holder or holder to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all nearest 100 shares. If any Holder or holder disapproves of the Registrable Securities that each terms of any such Holder has requested underwriting, he may elect to be registeredwithdraw therefrom by written notice to the Company and the managing underwriter. Registration pursuant In the event of any such withdrawal, the participating Holders may increase their participation pro rata up to this Section 3 the amount equal to the withdrawn securities. (c) The Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include terminate or withdraw any Registrable Securities in any subsequent registration statement or registration statements as may be filed initiated by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities it under this Section 31.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) the initial public offering of the Company’s securities, (ii) a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase or similar plan or (iii) a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which that does not include (by reference or otherwise) substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration on Form S-4), the Company shall, will at such time, time promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each any Holder given within twenty (20) 20 days after mailing receipt of such notice by from the Company in accordance with the Agreementby a Holder, the Company shallwill, subject to the provisions of Section 81.4(b), use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to . (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company will not be required under this Section 3 shall 1.4 to include any of the Holders’ securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters). If the total amount of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company will be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering, allocated as follows: (i) first, the Registrable Securities held by the Xxxxxx Investors, (ii) second, the Registrable Securities held by all other Holders thereof, pro rata among such Holders on the basis of the number of Registrable Securities held by each such other Holder, and (iii) third, any other securities requested to be included in such registration pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder; provided, that in no event will the amount of securities of the selling Holders (including the Xxxxxx Investors) included in the offering be reduced below 45% of the total amount of securities included in such offering. To facilitate the allocation of shares in accordance with the above provisions, the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company. If other selling stockholders who are not Qualified Holders request registration of securities in the proposed offering, the Company will reduce or eliminate such other selling stockholders’ securities first before any reduction or elimination of Registrable Securities held by Qualified Holders to be included in such registration. For purposes of the provisions concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a limited liability company, partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons that are controlled by, or under common control with a selling stockholder will be deemed to be a demand single “selling stockholder,” and any pro rata reduction with respect to such “selling stockholder” will be based upon the aggregate amount of shares carrying registration as described in Section 2 above. If a Holder decides not to include rights owned by all or any of its Registrable Securities entities and individuals included in such registration by the Company, such Holder shall nevertheless continue to “selling stockholder,” as defined in this sentence. (c) The Company will have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration and will give notice to each Holder who has elected to include securities in such registration as soon as practicable after such termination or withdrawal. The expenses of such withdrawn registration will be borne by the Company in accordance with Section 1.4(d) below. (d) The Company will bear and pay all Registration Expenses incurred in connection with any registration, filing or qualification of Registrable Securities in any subsequent pursuant to this Section 1.4 for each Holder requesting registration statement or registration statements as hereunder (which right may be filed assigned as provided in Section 1.11). Unless otherwise stated, all Selling Expenses relating to securities registered on behalf of the Holders and all other registration expenses will be borne by the Company, all upon Holders of such securities pro rata on the terms and conditions set forth herein. There shall be no limit on basis of the number of times the Holders may request registration of Registrable Securities under this Section 3shares so registered or proposed to be registered.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares stock being registered are Ordinary Shares is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty five (205) days after mailing of such notice by the Company in accordance with the AgreementSection 3.4, the Company shall, subject to the provisions of Section 81.8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration ." b. Subsection 1.5(i) of the Rights Agreement is hereby deleted in its entirety, and restated as follows: (i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration by statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the independent certified public accountants of the Company, such Holder shall nevertheless continue in form and substance as is customarily given by independent certified public accountants to have underwriters in an underwritten public offering, addressed to the right to include any Registrable Securities underwriters, if any." c. Subsection 1.7(b) of the Rights Agreement is hereby deleted in any subsequent registration statement or registration statements its entirety and restated as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.follows:

Company Registration. (a) If (but without any obligation pursuant to this Agreement to do so) the Company proposes to register (including for this purpose purpose, a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holdersstockholders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionon Form S-8, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, Form S-4 or any registration on any other form which does that would not include substantially the same information as would be required to be included in a registration statement covering the sale of the permit registrxxxxx xx xxx Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder Investor written notice of such registration at least 20 days prior to filing a registration statement relating to such registration. Upon the written request of each Holder Investor given within twenty (20) 20 days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 8, shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder Investor has requested to be registered. Registration pursuant to . (b) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 3 6.2 to include any of the Investors' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine, in their sole discretion, will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities to be sold that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering, the securities (including Registrable Securities) so included to be apportioned (i) first, to the Initiating Investors, if any, (ii) second, to the Company, and (iii) third, thereafter pro rata among the Investors. With respect to subclause (iii), any underwriters cutback shall be in proportion (as nearly as practicable) to the total number of shares of Registrable Securities that the Investors have requested be registered in the offering. For purposes of the foregoing concerning apportionment, for any Investor that is a partnership, limited liability company or corporation, the partners, members, retired partners, retired members and stockholders of such holder, or the estates and family members of any such partners, members, retired partners and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a demand single "selling stockholder," and any pro rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration as described in Section 2 above. If a Holder decides not to include rights owned by all or any of its Registrable Securities entities and individuals included in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities "selling stockholder," as defined in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3sentence.

Company Registration. If (a) If, but without any obligation to do so) , the Company proposes to register (including for this purpose a registration effected initiated by the Company for shareholders itself or for the Holders or stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a transaction covered by registration relating solely to a SEC Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredtransaction, or any a registration on any registration form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiespermit secondary sales (an “Excluded Registration”), ) the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty fifteen (2015) days after mailing delivery of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 81.8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant . (b) If a registration subject to this Section 3 shall not be deemed Subsection (a) above relates to an underwritten public offering of equity securities and the managing underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a demand price range acceptable to the Holders initially requesting such registration, the Company will include in such registration as described in Section 2 above. If a Holder decides not (i) first, the securities requested to include all or any of its be included therein by the Company if the Company has initiated the registration; (ii) second, the Registrable Securities requested to be included in such registration by Investors, allocated pro rata among the Company, such Holder shall nevertheless continue to have holders thereof on the right to include any basis of the number of shares of Registrable Securities held by each such holder; (iii) third, the Registrable Securities requested to be included in any subsequent such registration statement or by Lending Institutions, allocated pro rata among such holders on the basis of the number of Registrable Securities such holder requested to be included in such registration; (iv) fourth, the Key Holder Registrable Securities requested to be included in such registration statements as may by Key Holders, allocated pro rata among such holders on the basis of the number of Key Holder Registrable Securities such holder requested to be filed included in such registration; and (v) fifth, among persons not contractually entitled to registration rights under this Agreement. Notwithstanding the foregoing, the amount of securities of the Investors included in the offering shall not be reduced below thirty percent (30%) of the total amount of securities included in such offering. Notwithstanding the preceding sentence, in the event of a Qualified Public Offering by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times selling Holders included in the offering may be reduced to zero (as long as no Key Holders may request registration or other selling stockholders are permitted to participate in such offering). In connection with any offering involving an underwriting of Registrable Securities under this Section 3shares of the Company’s capital stock, the Company shall not be required to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters).

Company Registration. (a) If (but without at any obligation to do so) time the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares Common Stock under the Securities Federal Act in connection with the public offering of such securities for its own account or for the accounts of its shareholders, solely for cash (other than on a form that would also permit the registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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)Warrant Stock, the Company shall, at each such time, promptly give each Holder, Hony Holder and Existing Holder or any transferee of registration rights under this SECTION 7 written notice of such registrationproposal. Upon the written request of each any such Holder or Warrant Stock Holder (a "Selling Holder") given within twenty thirty (2030) days after mailing of any such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 8, shall use its reasonable best efforts to cause to be registered under the Securities Federal Act all of the Registrable Securities Warrant Stock that each such Selling Holder has requested be registered; provided that if, in the opinion of the managing underwriter for an underwritten offering, the registration of all, or part of, the Warrant Stock which the Holders have requested be included in such offering would have an adverse effect thereon, then the Company shall be required to include in the underwriting only that number of Warrant Stock, if any, which the managing underwriter reasonably believes may be sold without causing such adverse effect. (b) If the number of shares to be registered. included in the offering in accordance with the foregoing is less than the number of shares which the Holders and the persons or entities listed on Schedule 7.1 as holding Existing Registration Rights have requested be included (pursuant to this Section 3 the exercise of such Holder's registration rights, or such persons' or entities' Existing Registration Rights, as the case may be), the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not entitled to include all shares which it had intended to register, after which the Holders shall (subject to any superior rights in favor of persons holding Existing Registration Rights) be entitled to participate in the underwriting pro rata with such persons or entities holding Existing Registration Rights, based upon their respective total owned number of shares of Common Stock. (c) Notwithstanding the foregoing, the Company may withdraw any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or referred to in this SECTION 7.2 (but not including any registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit statement referred to in SECTION 7.3) without incurring liability to any Selling Holder on the number account of times the Holders may request registration of Registrable Securities under this Section 3such withdrawal.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any shares of its shares Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to employees pursuant to stock option awards and/or to participants in a Company share optionemployee benefit or stock plan, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information, other than information related to the selling stockholders or their plan of distribution, as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of the immediately preceding sentence and Section 87(h) hereof, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be so registered. Registration Notwithstanding anything herein to the contrary, in the case of a registration required to be undertaken by the Company pursuant to this Section 3 the Preferred Rights (a "Limited Piggyback Registration"), the Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right required to include any Registrable Securities in such Limited Piggyback Registration if either (i) the Preferred Holders (whose determination shall be made by Preferred Holders holding a majority of the securities covered by such demand registration rights which are to be included in such registration) or the managing underwriter (in the case of an underwritten offering) determine in good faith that the inclusion of any subsequent or all of the Registrable Securities would be detrimental to the offering of the Preferred Holders' securities or any securities to be sold in such registration statement or registration statements as may be filed by for the Company, all upon the terms and conditions set forth herein. There shall be no limit on 's account or (ii) the number of times Other Securities to be included in such registration would be reduced by the Holders may request registration inclusion of the Registrable Securities in such registration. In the event the number of shares of Registrable Securities under requested by Holders to be included in a registration is reduced by application of the immediately preceding sentence, the number of Registrable Securities to be included in the registration statement shall be allocated among the Holders who have provided the notice required by this Section 37(c) and VVI in proportion (as nearly as practicable) to the number of Registrable Securities or VVI Securities requested to be included in such registration by such Holder or VVI and which would be eligible for inclusion in such registration but for the application of the immediately preceding sentence or application of a similar provision contained in the VVI Warrant. Moreover, in the case of a registration required to be undertaken by the Company pursuant to registration rights granted to VVI pursuant to the VVI Warrant (a "VVI Piggyback Registration"), the Company shall not be required to include any Registrable Securities in such VVI Piggyback Registration if the number of VVI Securities to be included in such registration would be reduced by the inclusion of the Registrable Securities in such registration. In the event the number of shares of Registrable Securities requested by Holders to be included in a registration is reduced by application of the immediately preceding sentence, the number of Registrable Securities to be included in the registration statement shall be allocated among the Holders who have provided the notice required by this Section 7(c) in proportion (as nearly as practicable) to the number of Registrable Securities requested to be included in such registration by such Holder and which would be eligible for inclusion in such registration but for the application of the immediately preceding sentence.

Company Registration. If (a) Beginning six (6) months after the Closing Date, if (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiesstock plan), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such written notice by the Company in accordance with the AgreementCompany, the Company shall, subject to the provisions of Section 81.8 and the Company's right to delay or withdraw at any time for any reason a registration under this Section 1.3, use its best efforts to cause to be registered under the Act up to 50% of the Registrable Securities issued to each Holder as such Holder has requested to be registered; provided however, that if the Registrable Securities of any Holder shall have been included in a Company registration statement pursuant to Section 1.2(a) effected during the period commencing six months and ending eighteen months after the Closing Date, the amount of Registrable Securities of such Holder that may be included in a registration statement pursuant to this Section 1.3(a) shall be reduced by such amount so registered pursuant to Section 1.2(a). (b) Beginning eighteen (18) months after the Closing Date, if (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of written notice by the Company, the Company shall, subject to the provisions of Section 1.8 and the Company's right to delay or withdraw at any time for any reason a registration under this Section 1.3, cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

Company Registration. (i) If (but without any obligation to do so) the Company proposes shall determine to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under securities either for its own account or the Securities Act in connection with the public offering account of such securities solely for cash a security holder or holders (other than pursuant to Section 5(B)), other than a registration relating solely to the sale of securities to participants in a Company share optionemployee benefit plans, share purchase or similar plan or a transaction covered by registration relating solely to a Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registeredtransaction, or any a registration on any registration form which 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)permit secondary sales, the Company shall, at such time, will: a. promptly give to each Holder, Hony Holder and Existing Holder written notice thereof; and b. use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 5(C)(ii) below, and in any underwriting involved therein, all of such registration. Upon the Holder's Registrable Securities specified in a written request of each Holder given or requests received by the Company within twenty (20) days after mailing of such the written notice by from the Company described in accordance with clause (a) above is given. Such written request may specify all or a part of a Holder's Registrable Securities. (ii) If the Agreementregistration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall, subject to shall so advise the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all Holders as a part of the Registrable Securities that each written notice given pursuant to Section 5(C)(i)(a). In such event, the right of any Holder has requested to be registered. Registration registration pursuant to this Section 3 5(C) shall not be deemed conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 5(C), if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be a demand registration as described in Section 2 above. If a Holder decides not underwritten, the representative may (subject to include the limitations set forth below) exclude all or any of its Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the registration by the Company's stockholders (including the Holders); provided, however, that the aggregate value of Registrable Securities to be -------- ------- included in such registration by Holders may not be so reduced to less than fifty percent (50%) of the Companytotal amount of such securities included in such registration without the consent of at least two-thirds (2/3) of the Holders. The Company shall so advise all Holders and other stockholders requesting registration pursuant to this Section 5(C) and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account (subject to the foregoing provisions of this paragraph) and thereafter amongst the Holders on a pro rata basis. If any Holder does not agree to the terms of any such underwriting, such Holder shall nevertheless continue be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to all Holders who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the Holders requesting additional inclusion on a pro rata basis. (iii) The Company shall have the right to include terminate or withdraw any Registrable Securities in any subsequent registration statement or registration statements as may be filed initiated by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities it under this Section 35(C) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. (iv) The Company will pay all expenses incurred in connection with any registration, qualification and compliance requested hereunder (excluding Holders' or brokers' discounts and commissions), including without limitation all filing, registration and qualification, printers' and accounting fees and the fees and disbursements of counsel for the Company. The Company will pay reasonable fees and disbursements expenses incurred in connection with any registration, qualification and compliance requested hereunder of up to $5,000.00 for one (1) special counsel for the Holders.

Company Registration. If (but without any obligation to do so) the Company proposes to register (including including, for this purpose purpose, a registration effected by the Company for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersPurchaser) any of its shares Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration (as defined below)), the Company shall subject to the provisions of Section 4, cause to be registered all of the Shares (the “Registrable Securities”) that the Purchaser has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 before the effective date of such registration, whether or not the Purchaser has elected to include Registrable Securities in such registration. For purposes of this Section 4, “Excluded Registration” means (i) a registration relating solely to the sale of securities to participants in employees of the Company or a Company share subsidiary pursuant to a stock option, share purchase stock purchase, or similar plan or plan; (ii) a transaction covered by registration relating to an SEC Rule 145 under the Securities Act, transaction; (iii) a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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 (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. The right of the Purchaser to request registration or inclusion of Registrable Securities in any registration pursuant to this Section 4 shall terminate upon the earlier of: (x) the closing of a Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), the Company shall, at (y) such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of the Purchaser’s shares without limitation during a three-month period without registration, and (z) the first anniversary of the Company’s initial public offering of Common Stock under the Securities Act. In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to this Section 4, the Company shall not be required to include any of such Purchaser’s Registrable Securities in such underwriting unless such Purchaser accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not registered can be deemed to be a demand registration as described included in Section 2 above. If a Holder decides not to include all or any of its such offering, then the Registrable Securities that are included in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There offering shall be no limit on allocated among the selling Purchaser in proportion (as nearly as practicable to) the number of times the Holders may request registration of Registrable Securities under this Section 3owned by each selling Purchaser or in such other proportions as shall mutually be agreed to by all such selling Purchaser.

Company Registration. If (but without any obligation to do so) the Company Purchaser proposes to register (including for this purpose a registration effected by the Company Purchaser for shareholders stockholders other than the Holders, such as the Hony Holders or the Existing HoldersRestricted Parties) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionPurchaser stock plan, share purchase a registration relating to a corporate reorganization or similar plan or a other transaction covered by under Rule 145 under of the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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 SecuritiesCommon Stock, 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), the Company Purchaser shall, at such time, promptly give each Holder, Hony Holder and Existing Holder Restricted Party written notice of such registration. Upon the written request of each Holder Restricted Party (the "Registration Notice") given within twenty (20) days after mailing of such notice by the Company Purchaser in accordance with the AgreementSection 10.4, the Company Purchaser shall, subject to the provisions of Section 89.3, use its best all reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities Common Stock issued to such Restricted Party under the terms of this Agreement as of the date of the Registration Notice that each such Holder Restricted Party has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder Restricted Party decides not to include all or any of its Registrable Securities such Common Stock in such registration by the CompanyPurchaser, such Holder Restricted Party shall nevertheless continue to have the right to include any Registrable Securities such Common Stock in any subsequent registration statement or registration statements as may be filed by the CompanyPurchaser (other than a registration relating solely to the sale of securities to participants in a Purchaser stock plan, all a registration relating to a corporate reorganization or other 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 Common Stock, 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) upon the terms and conditions set forth in this Article 9. Notwithstanding anything to the contrary contained herein. There shall be no limit , the Restricted Parties may not include any of the shares of Common Stock issued pursuant to this Agreement in any registration until on the number of times the Holders may request registration of Registrable Securities under this Section 3or after October 1, 2000.

Company Registration. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share optionstock plan, share purchase a registration relating to a corporate reorganization or similar plan or a other transaction covered by under Rule 145 under of the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which 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 SecuritiesSecurities 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), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) 20 days after the mailing of such notice by the Company in accordance with the AgreementSection 2.6, the Company shall, subject to the provisions of Section 81.3(c), use its best all reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 . (b) The Company shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof. (c) In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any Registrable Securities of the Holders’ securities in any subsequent registration statement such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or registration statements by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as may be filed the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, all upon including Registrable Securities, requested by shareholders to be included in such offering exceeds the terms and conditions set forth herein. There amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be no limit on required to include in the offering only that number of times such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders), but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below 30% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case the selling Holders (other than Vodafone Deutschland GmbH, which may request sell shares in the over-allotment option for such offering) may be excluded, or (ii) notwithstanding (i) above, any shares being sold by a shareholder exercising a demand registration of Registrable Securities under this right similar to that granted in Section 31.2 (if granted in accordance with Section 1.12 below) be excluded from such offering. Reference is made to Section 2.10 below.