Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) Each Holder shall have the right (the "Demand Right") during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Following the Closing of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder shall have the right (the "Demand Right") during the term of this Agreement to require may request that the Company to file a registration statement register under the Securities Act in respect of all or some any portion of the Registrable Shares Securities held by such Holder (but Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than a number US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any holder of Registrable Shares that represents at least 2.65% Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the then outstanding Ordinary Shares of underwritten public offering to the Company)extent provided herein. Subject to the provisions of subsection (bSection 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but in no event not later than 45 sixty (60) days after such Demand Notice (subject, however, to the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such requestCompany’s independent auditors providing any required consent), the Company and shall file with the Commission and thereafter use its reasonable best efforts to cause such registration statement to be declare declared effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify Act as promptly as practicable after the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringfiling thereof. (b) Anything in this Agreement to Notwithstanding the contrary notwithstandingforegoing, the Company shall not be entitled required to postpone and delay the filing effect registration pursuant to a request of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if a Holder under this Section 2: (i) more than two (2) times for each of the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereofKibbutz and Tene separately, (ii) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration or Company Underwritten Offering (as defined below), provided, however, that the Company is subject actively employing reasonable best efforts to an existing contractual obligation not cause such registration statement to engage be filed and to become effective or to cause such Company Underwritten Offering to be effected, and provided, further that nothing in a public offeringthis subparagraph (ii) shall derogate from the Company’s obligations under Section 5 hereof, (iii) during the financial statements of period that is one hundred and eighty (180) days following the effective date of, a Company-initiated registration or Company for the fiscal period most recently ended prior to such written request are not yet availableUnderwritten Offering, or (iv) if the Initiating Holder proposes to dispose of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 3 hereof. (c) If the Company shall determine furnish to such Holders a letter signed by the Chief Executive Officer of the Company stating that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Company’s Board of Directors of a Potential Material Event (as defined below) has occurred (a “Management Letter”), the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful ’s obligation to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its reasonable best efforts to cause effect such registration under Section 2(c) shall be deferred from the date of receipt of the Management Letter until such Holders receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event, such period not to exceed sixty (60) days, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly. A registration will not count as a requested registration under this Section 2 until the registration statement relating to such Demand Registration to be registration has been declared effective as promptly as practicable unless such Holder shall have, prior to by the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand RegistrationCommission and the shares have been registered for trade. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (ai) Each Holder shall have Subject to the right (the "Demand Right") during the term terms and conditions of this Agreement to require Agreement, at any time following the Closing Date, each Purchaser may request the Company to register under the Securities Act all or any portion of the Registrable Securities held by such Purchaser for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the Registration Statement, shall not be less than $250,000,000. Such request shall specify the intended method of disposition thereof by such Purchaser, including whether (A) the registration requested is for an underwritten offering and (B) the Registration Statement covering such Registrable Securities shall be on Form S-3 (subject to Section 9.1(a)(iii)). If the Company is requested to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after on Form S-3 and the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such requestis then ASR Eligible, the Company shall file with the Commission and thereafter use its commercially reasonable best efforts to cause the Registration Statement to be declare an ASRS. In the event that any registration pursuant to this Section 9.1(a) shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities therein (an “Underwriter Cutback”). Such Purchaser may revoke a request pursuant to this Section 9.1(a)(i) prior to the effective promptly date of the corresponding Registration Statement; provided, that such request shall count as one of such Purchaser’s demand requests referred to in Section 9.1(a)(ii) unless such Purchaser reimburses the Company for all out-of-pocket expenses (including Registration Expenses) incurred by the Company relating to such Registration Statement; provided, further, if such Purchaser revokes a registration statement demand pursuant to this Section 9.1(a)(i) within twenty-four (a "Demand Registration"24) providing hours after notice in writing to such Purchaser of an Underwriter Cutback, (1) such request shall not count as one of its demand requests pursuant to Section 9.1(a)(ii) and (2) such Purchaser will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration Expenses. (ii) Following receipt of any notice under this Section 9.1(a), the registrations of all Registrable Shares as such Holder Company shall have demanded be registered. The Company may satisfy its obligation use commercially reasonable best efforts to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from such Purchaser, the number of shares of Registrable Securities specified in such notice. All requests made If such method of disposition shall be an underwritten public offering, such Purchaser may designate the managing underwriter or co-managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. Each Purchaser shall have two (2) demand registrations pursuant to this Section 3.01 9.1(a); provided, however, that the Company shall not be obligated to effect more than one such registration in any one hundred eighty (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration 180)-day period; provided, further, that such obligation shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by such Purchaser, shall have become effective and, (A) if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto and (B) in any other case, such Registration Statement shall have remained effective throughout the Effectiveness Period. (biii) Anything in From and after the date hereof, the Company shall use its commercially reasonable best efforts to qualify under the provisions of the Securities Act, and thereafter, to continue to qualify at all times, for registration on Form S-3 or any successor thereto. Demand registrations pursuant to this Agreement Section 9.1(a) shall be on Form S-3 or any similar short-form Registration Statement, if available. In the event the Company fails to the contrary notwithstandingqualify, the Company shall be entitled required to postpone and delay effect demand registrations pursuant to this Section 9.1(a) on Form S-1 or any successor thereto to the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) same extent as the Company is conducting or about would be required to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or effect demand registrations on Form S-3. (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful Notwithstanding anything to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holdercontrary contained in this Agreement, the Company shall effect be entitled, by providing written notice to any Purchaser, to require such Purchaser to suspend the filing use of the relevant Demand Prospectus for sales of Registrable Securities under the Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request Statement for a Demand Registration by a Holder reasonable period of time not to exceed one hundred twenty (120) consecutive days or within 180 one hundred eighty (180) days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of aggregate in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company be contrary (or the executive committee thereof) determines that such use would (A) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company that would interfere with such transaction or negotiations or (B) otherwise interfere with financing plans, acquisition activities or business activities of the Company, provided, that, if at the time of receipt of such notice such Purchaser shall have sold Registrable Securities (or have signed a firm commitment underwriting agreement with respect to applicable rules or law; (vthe purchase of such shares) and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall not be required use its commercially reasonable best efforts to file a registration statement if take such action as to eliminate any restriction imposed by federal securities Laws on the filing timely delivery of such registration statementshares. Immediately upon receipt of such notice, or such Purchaser shall discontinue the transactions contemplated by disposition of Registrable Securities under such flingRegistration Statement and Prospectus relating thereto until such Suspension Period is terminated. The Company agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify such Purchaser of such termination. After the expiration of any Suspension Period and without any further request from such Purchaser, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required as promptly as reasonably practicable prepare a post-effective amendment or supplement to file a registration statement if the filing of such registration statementRegistration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the transactions contemplated by such filingRegistrable Securities included therein, would the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the good faith judgment light of the Board circumstances under which they were made, not misleading. If a Suspension Period occurs during the Effectiveness Period for a Registration Statement, such Effectiveness Period shall be extended for a number of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that days equal to the total number of days during which the distribution of Registrable Shames Securities is suspended under this Section 9.1(a)(iv). If the Company notifies any Purchaser of a Suspension Period with respect to a Registration Statement requested pursuant to Section 9.1(a) that the Holders intend to include is such as has not yet been declared effective, (i) would materially such Purchaser may by notice to the Company withdraw such request without such request counting as one of such Purchaser’s demand requests under Section 9.1(a)(ii) and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number such Purchaser will be not obligated to reimburse the Company for any of Ordinary Shares being offered than the market could reasonably absorbits out-of-pocket expenses, then the number of Registrable Shares to be registered in the Demand including Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of themExpenses. (ev) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; providedRegistration Statement referred to in this Section 9.1(a), howeverfor sale in accordance with the method of disposition specified by such Purchaser, that if shares of Common Stock to be sold by the lead underwriter of an offering involving a Demand Registration advises Company for its own account (to the Holders that have requested such registration extent that the number inclusion of Ordinary Shares that such shares by the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and shall not adversely affect the price offering), and shall not, without the prior consent of the Ordinary Shares such Purchaser, be entitled to be offered or (ii) result include shares held by any persons other than such Purchaser and its Affiliates. The Registrable Securities of such Purchaser shall have priority for inclusion in a greater number any firm commitment underwritten offering, ahead of Ordinary Shares being offered than the market could reasonably absorball Registrable Securities held by other holders included in such offering, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationin any Underwriter Cutback.

Demand Registrations. (a) Each Holder shall have the right (i) Gotham may, on its own behalf and on behalf of its Controlled Affiliates (the "Demand RightGOTHAM DEMAND RIGHT"), at any time after the date hereof and on an unlimited number of occasions but not more frequently than once during any nine-month period, and (ii) separately, subject to Section 5.3, any Loan Bank may, on its own behalf (the "BANK DEMAND RIGHT"), at any time following the foreclosure of a pledge collateralized by a Founder's Corporation Interests and consequential Transfer of Common Stock to the Loan Bank, on not more than three (3) separate occasions in the aggregate and not more frequently than once during the term of this Agreement to any nine-month period, require the Company Corporation to file a registration statement under the Securities Act in respect of all or some a portion of the Registrable Shares Common Stock then held by such Holder Gotham and its Controlled Affiliates or the Loan Bank, as the case may be (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company"REGISTRABLE SHARES"). Subject , by delivering to the provisions of subsection (b) belowCorporation written notice stating that such right is being exercised, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register specifying the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations shares of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares Common Stock to be included in such registration (the shares subject to such request, the "DEMAND SHARES") and describing the intended method of distribution thereof, which may include an underwritten offering (a "DEMAND REQUEST"). With respect to any Demand Request or any registration of Demand Shares on account thereof, the Corporation may condition its compliance with its obligations hereunder on Gotham's and its Controlled Affiliates' or the Loan Bank's, as the case may be, agreeing in writing to keep confidential all matters related hereto. Upon receiving a Demand Request, the Corporation shall (i) use reasonable best efforts to file as promptly as reasonably practicable a registration statement on such form as the Corporation, in its sole discretion, may reasonably deem appropriate (provided that the Corporation shall not be allocated pro rata among all requesting Holders obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis), providing for the basis registration of the relative number sale of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary such Demand Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition pursuant to the total number intended method of Registrable Shares that the Holders intend to include is such as distribution (1a "DEMAND REGISTRATION") would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number after the filing of Ordinary Shares being offered than an initial version of the market could reasonably absorbregistration statement, then use reasonable best efforts to cause such registration statement to be declared effective under the Holders will promptly, so advise Securities Act as promptly as practicable after the Company and may require, by written notice to the Company accompanying date of filing of such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationregistration statement.

Demand Registrations. (a) Each Holder At any time after the 180 day period following the effective date of a Registration Statement (as defined below) filed in connection with the LLC’s initial public offering of its equity securities, the holders of at least twenty percent (20%) of Registrable Shares (the “Requesting Holders”) may request, in writing, on up to two (2) separate occasions, that the LLC effect a registration on Form S-1 (or any successor form) of Registrable Shares (as defined below) owned by one or more Investors. If the Requesting Holders intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the LLC in their request. In the event such registration is underwritten, the right of other Investors to participate in such registration shall be conditioned on such Investors’ participation in such underwriting. Upon receipt of any such request from the Requesting Holders, the LLC shall promptly give written notice of such proposed registration to all other Investors. Such other Investors shall have the right right, by giving written notice to the LLC within thirty (30) days after the "Demand Right") during LLC provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. All Investors proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the term of this Agreement to require LLC and the Company to file Investors holding a registration statement under the Securities Act in respect of all or some majority-in-interest of the Registrable Shares held that the Members requested for inclusion in such registration. The LLC shall, at its own expense and as expeditiously as possible, and in any event within ninety (90) days after the date such request is given by such Holder the Requesting Holders, file a Form S-1 (but not less than or any successor form) for all Registrable Shares that the LLC has been requested to so register. If the underwriter advises the LLC or the holders of Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of Shares to be underwritten, then the Requesting Holders shall so advise all holders of Registrable Shares that otherwise would be underwritten pursuant hereto, and the number of Registrable Shares that represents at least 2.65% may be included in the underwriting shall be allocated among such holders of Registrable Shares, including the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection Requesting Holders, in proportion (b) below, as promptly nearly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register ) to the number of Registrable Shares specified owned by each holder or in such requestother proportion as shall mutually be agreed to by all such selling holders; provided, however, that the Company shall file with number of Registrable Shares held by the Commission and thereafter use its best efforts to cause holders to be declare effective promptly included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of this Section 14.01(a), a registration statement shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions this Section 14.01(a), fewer than fifty percent (a "Demand Registration"50%) providing for the registrations of all Registrable Shares as that the Requesting Holders have requested to be included in such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringare actually included. (b) Anything At any time after the LLC becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”), the Investors will have the right to require the LLC to effect Registration Statements on Form S-3 of Registrable Shares having a minimum gross proceeds in this Agreement each registration on Form S-3 of at least $2,500,000. Upon receipt of any such request, the LLC shall promptly give written notice of such proposed registration to all other Investors. Such other Investors shall have the right, by giving written notice to the contrary notwithstandingLLC within thirty (30) days after the LLC provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. Thereupon, the Company shall be entitled LLC shall, as expeditiously as possible, and in any event within forty-five (45) days after the date such initial request is given, file a Form S-3 for all Registrable Shares that the LLC has been requested to postpone and delay so register. (c) Notwithstanding the filing of any Demand Registration until foregoing obligations, if the earliest practicable time at which such Demand Registration can be reasonably effected if (i) LLC furnishes to the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join Investors requesting a registration pursuant to this Section 3.02 hereof, (ii) 14.01 a certificate signed by the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine LLC’s president stating that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of it would be materially detrimental to the CompanyLLC and its members or stockholders for such registration statement to either become effective or remain effective for as long as such registration statement would otherwise be required to remain effective, impede, delay or otherwise because such action would (i) materially interfere with any pending or contemplated financing, a significant acquisition, corporate reorganization reorganization, or other similar transaction involving the Company, LLC; (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (zii) require premature disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to that the interests of the Company and its shareholders. After the expiration of any such postponement LLC has a bona fide business purpose for preserving as confidential; or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during render the pendency of any lock-up period imposed in connection LLC unable to comply with a public offering of securities of requirements under the CompanySecurities Act or Exchange Act, except then the LLC shall have the right to defer taking action with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required respect to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the good faith judgment request of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include Investors is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registrationgiven; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration LLC may not invoke this right more than once in any twelve (12) month period; and provided further that the number LLC shall not register any securities for its own account or that of Ordinary Shares that the Company intends to include in addition any other stockholder during such 90-day period other than (A) a registration relating to the total number sale of Registrable Shares that the Holders intend securities to include is such as (1) would materially and adversely affect the price employees of the Ordinary Shares LLC or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (B) a registration relating to a Securities and Exchange Commission (or such other federal agency at the time administering the Securities Act, the “Commission”) Rule 145 transaction; (C) a registration on any form that does not include substantially the same information as would be required to be offered included in a registration statement covering the sale of the Registrable Shares; or (iiD) result a registration in a greater number of Ordinary which the only Common Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary registered are Common Shares shall be excluded from such Demand Registrationissuable upon conversion of debt securities that are also being registered.

Demand Registrations. (ai) Each Holder The Carlyle Stockholders shall have the right on any six (6) occasions, and the "Demand Right"Xxxxxx Trusts (and their Permitted Designees) during shall have the term of this Agreement right on any two (2) occasions, to require make a written request to the Company to file a for registration statement with the Commission, under and in accordance with the provisions of the Securities Act in respect Act, of all or some part of the Registrable Shares Common Stock held of record and beneficially by such Holder Stockholder (but not less than a number of Registrable Shares that represents at least 2.65% of “Demand Registration” and the then outstanding Ordinary Shares of Stockholder exercising such right, the Company“Demanding Stockholder”). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written The Demanding Stockholder may request from such Holder demanding that the Company so register such Common Stock on an appropriate form, including a Shelf Registration Statement and, if the number Company is a WKSI, an automatic shelf registration statement. Within thirty (30) days after receipt of Registrable Shares specified in such requesta request for a Demand Registration, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation relating to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant “Demand Registration Statement”) and shall use its best efforts to cause any such Demand Registration Statement to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn (but in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement any event within 180 days of receipt of the written request for a Demand Registration) be declared effective date of under the Securities Act; provided that, to the extent the Company will be a prior registration statement WKSI at the time such Demand Registration Statement is filed as a result with the Commission, the Company shall file such Demand Registration Statement within five (5) business days after receipt of a request for a Demand Registration. The Company shall not be obligated to file a Demand Registration by a Holder or within 180 days Statement under this Section 7(a) unless the aggregate purchase price of the effective date securities to be included in the requested Demand Registration (determined by reference to the offering price on the cover of a prior the registration statement registering Ordinary Shares;proposed to be filed) is greater than $25,000,000. (ii) a Holder shall not be entitled to request a If any Demand Registration until after twelve months from is an underwritten registration and the Effective Date, (iii) no request for a managing underwriter or underwriters determine that the aggregate amount of securities proposed to be sold in such Demand Registration exceeds the maximum amount of securities that may be made by sold without having a Holder during material adverse effect on the pendency of any lock-up period imposed in connection with a public offering of securities success of the Companyoffering, except with including without limitation the consent selling price and other terms of the underwriters controlling the applicable lock-up agreement (iv) such offering, the Company shall not be required to file a registration statement if the filing of will include in such a registration statementregistration, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorbfirst, then the number of Registrable Shares securities requested by the Demanding Stockholder to be registered included in the such Demand Registration shall be reduced to such number whichthat, in the opinion of such underwritersmanaging underwriter(s), can be sold without and (ii) second, only if all securities referred to in clause (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be have been included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of Demand Registration, any other securities originally requested to be registered by each of themeligible for inclusion in such Demand Registration. (eiii) The If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company shall be entitled to include newly issued Ordinary Shares in any make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Demanding Stockholder(s), delay the filing or initial effectiveness of, or suspend use of, the Demand RegistrationRegistration Statement (a “Demand Suspension”); provided, however, that if the lead underwriter of an offering involving Company shall not be permitted to exercise a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as Suspension (1i) would materially and adversely affect the price of the Ordinary Shares to be offered more than once during any twelve (12) month period or (ii) result for a period exceeding thirty (30) days on any one occasion. In the case of a Demand Suspension, the Stockholders agree to suspend use of the applicable Prospectus in a greater number connection with any sale or purchase, or offer to sell or purchase, Registrable Common Stock, upon receipt of Ordinary Shares being offered than the market could reasonably absorbnotice referred to above. The Company shall immediately notify the Demanding Stockholder(s) upon the termination of any Demand Suspension, then amend or supplement the Holders will promptlyProspectus, if necessary, so advise it does not contain any untrue statement or omission and furnish to the Demanding Stockholder(s) such numbers of copies of the Prospectus as so amended or supplemented as the Demanding Stockholder(s) may request. The Company agrees, if necessary, to supplement or make amendments to the Demand Registration Statement, if required by the registration form used by the Company and for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may require, be requested by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand RegistrationDemanding Stockholder(s).

Demand Registrations. (a) Each Holder shall have At any time after the right date hereof, (the "Demand Right"x) during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all Majority Interest or some (y) VS Investors holding a majority of the Registrable Shares Securities held by such Holder all VS Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities (but representing offering proceeds aggregating not less than a number of Registrable Shares that represents at least 2.65% of $10 million) in the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares manner specified in such request. Upon receipt of such request, the Company shall file with promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Commission Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and thereafter in such event the right of any Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to be declare effective promptly a become effective, the registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as Securities whose holders request participation in such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant Act and to this Section 3.01 (a) shall specify the amount of the qualify such Registrable Shares to be registered. The Demand Registration shall be Securities for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstandingsale under any state blue sky law; provided, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereofhowever, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file effect registration pursuant to a registration statement within 180 days request under this Section 2 more than two (2) times pursuant to (x) above or one (1) time pursuant to (y) above for the holders of the effective date of a prior registration statement filed Registrable Securities as a result of group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; under this Section 2, then (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (ivi) the Company shall not be required may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement if for the filing primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such a request, the Company's registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company obligations under this Section 2 shall not apply with respect to such request and no additional request may be required to file a registration statement if made under this Section 2 within one hundred eighty (180) days after the filing effective date of such registration statement. In addition, the Company may postpone the filing or the transactions contemplated by effectiveness of any registration statement pursuant to this Section (b) If a requested registration pursuant to Section 2(a) involves an underwritten public offering and the managing underwriter of such fling, would offering determines in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares securities sought to be offered or (ii) result in a greater number of Ordinary Shares being offered than the should be limited due to market could reasonably absorbconditions, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares securities to be included in such registration underwritten public offering shall be allocated pro rata among all requesting Holders on reduced to a number deemed satisfactory by such managing underwriter, provided that the basis of shares to be excluded shall be determined in the relative number of following sequence: (i) first, securities originally requested held by any other Persons (other than the Investors holding Registrable Securities) not having either registration rights or contractual, incidental "piggy back" rights to include such securities in the registration statement, (ii) second, shares sought to be registered by the Company, and (iii) third, Registrable Securities, it being understood that no shares shall be registered for the account of the Company or any shareholder other than the Investors unless all Registrable Securities for which Investors have requested registration have been registered. If there is a reduction of the number of Registrable Securities pursuant to clauses (i) or (iii), such reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Registrable Securities held by the holders in each of themtranche and subject to the priorities set forth in the preceding sentence). (ec) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the Investors holding not less than a Majority Interest of the Registrable Securities to be sold in such offering, subject to the Company's consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall be entitled may not cause any other registration of securities for sale for its own account (other than a registration effected solely to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of implement an offering involving employee benefit plan or a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends transaction to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price which Rule 145 of the Ordinary Shares Securities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of any registration required pursuant to this Section 2 or such lesser period as may be offered or (ii) result in a greater number of Ordinary Shares being offered than consented to by the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationmanaging underwriter.

Demand Registrations. (a) Each Holder shall have Upon written notice by the right (the "Demand Right") during the term of this Agreement Trustee to require the Company at any time and from time to file a time after the date hereof requesting that the Company effect the registration statement under the Securities Act in respect of 1933 (the "Securities Act") of any or all or some of the Registrable Shares securities of the Company now or hereafter held by the Trust (or such Holder shares or other securities into which or for which such securities are changed, converted or exchanged upon any reclassification, share combination, share subdivision, share dividend, share exchange, merger, consolidation or similar transaction or event, together with such shares or other securities received through dividends, reinvestment of dividends or otherwise) (but not less than a number the "Registrable Securities"), which notice shall specify the intended method(s) of disposition of such Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such requestSecurities, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with such intended method(s) of disposition. (b) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by the Trustee shall not be deemed to have been effected: (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission ("SEC") or other governmental agency or court for any reason other than a misrepresentation or an omission by the Trustee and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the registration statement or (iii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to registration are not satisfied or waived other than by reason of some act or omission by the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand RegistrationTrustee. (c) Notwithstanding anything contained in In the event that any registration pursuant to this Section 3.01: (i) shall involve, in whole or in part, an underwritten offering, the Company Trustee shall not be required have the right to file a registration statement within 180 days designate an underwriter or underwriters as the lead or managing underwriters of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed such underwritten offering and, in connection with a public offering of securities of each registration, the Company, except with Trustee may select counsel to represent the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)Trustee. (d) Notwithstanding anything contained in this Section 3.01As to any particular Registrable Securities, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend Securities shall cease to include is such as be Registrable Securities when (i) would materially a registration statement with respect to the sale by the Trust shall have been declared effective under the Securities Act and adversely affect the price such securities shall have been disposed of the Ordinary Shares to be offered or in accordance with such registration statement, (ii) result such securities shall have been distributed to the public in a greater number of Ordinary Shares being offered than accordance with Rule 144 promulgated under the market could reasonably absorbSecurities Act ("Rule 144"), then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (iiiii) resulting in such securities shall have been otherwise transferred, new certificates for them not bearing a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration legend restricting further transfer shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered have been delivered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to subsequent disposition of them shall not require registration or qualification of them under the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand RegistrationSecurities Act or any state securities or blue sky law then in effect.

Demand Registrations. (ai) Each Holder shall have Subject to the right (the "Demand Right") during the term terms and conditions of this Agreement to require Agreement, at any time following the expiration of the Lock-Up Period, the Purchaser may request the Company to register under the Securities Act all or any portion of the Registrable Securities held by the Purchaser for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the Registration Statement, shall not be less than $100,000,000. Such request shall specify the intended method of disposition thereof by the Purchaser, including whether (A) the registration requested is for an underwritten offering and (B) the Registration Statement covering such Registrable Securities shall be on Form S-3 (subject to Section 9.1(a)(iii)). If the Company is requested to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after on Form S-3 and the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such requestis then ASR Eligible, the Company shall file with the Commission and thereafter use its commercially reasonable best efforts to cause the Registration Statement to be declare effective promptly a an ASRS. In the event that any registration statement pursuant to this Section 9.1(a) shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities therein (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registeredan “Underwriter Cutback”). The Purchaser may revoke a request pursuant to this Section 9.1(a)(i) prior to the effective date of the corresponding Registration Statement; provided, that such request shall count as one of the Purchaser’s demand requests referred to in Section 9.1(a)(ii) unless the Purchaser reimburses the Company may satisfy for all out-of-pocket expenses (including Registration Expenses) incurred by the Company relating to such Registration Statement; provided, further, if the Purchaser revokes a demand pursuant to this Section 9.1(a)(i) within twenty-four (24) hours after notice in writing to the Purchaser of an Underwriter Cutback, (1) such request shall not count as one of its obligation demand requests pursuant to file a Demand Section 9.1(a)(ii) and (2) the Purchaser will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including Registration through an automatic shelf registration statement on form F-3 within Expenses. (ii) Following receipt of any notice under this Section 9.1(a), the meaning of Rule 405 Company shall use commercially reasonable best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from the Purchaser, the number of shares of Registrable Securities specified in such notice. All requests made If the method of disposition shall be an underwritten public offering, the Purchaser may designate the managing underwriter(s) or co-managing underwriter(s) of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Purchaser shall have two (2) demand registrations pursuant to this Section 3.01 9.1(a); provided, however, that the Company shall not be obligated to effect more than one such registration in any one hundred eighty (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration 180)-day period; provided, further, that such obligation shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by Purchaser, shall have become effective and, (A) if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto and (B) in any other case, such Registration Statement shall have remained effective throughout the Effectiveness Period. (biii) Anything in From and after the date hereof, the Company shall use its commercially reasonable best efforts to qualify under the provisions of the Securities Act, and thereafter, to continue to qualify at all times, for registration on Form S-3 or any successor thereto. Demand registrations pursuant to this Agreement Section 9.1(a) shall be on Form S-3 or any similar short-form Registration Statement, if available. In the event the Company fails to the contrary notwithstandingqualify, the Company shall be entitled required to postpone and delay effect demand registrations pursuant to this Section 9.1(a) on Form S-1 or any successor thereto to the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) same extent as the Company is conducting or about would be required to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or effect demand registrations on Form S-3. (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful Notwithstanding anything to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holdercontrary contained in this Agreement, the Company shall effect be entitled, by providing written notice to the filing Purchaser, to require the Purchaser to suspend the use of the relevant Demand Prospectus for sales of Registrable Securities under the Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request Statement for a Demand Registration by a Holder reasonable period of time not to exceed ninety (90) consecutive days or within 180 one hundred twenty (120) days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of aggregate in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company be contrary (or the executive committee thereof) determines in good faith that such use would (A) require the public disclosure of material non-public information concerning any transaction or negotiations involving the Company that would interfere with such transaction or negotiations or (B) otherwise interfere with financing plans, acquisition activities or business activities of the Company, provided, that, if at the time of receipt of such notice the Purchaser shall have sold Registrable Securities (or have signed a firm commitment underwriting agreement with respect to applicable rules or law; (vthe purchase of such shares) and the reason for the Suspension Period is not of a nature that would require a post-effective amendment to the Registration Statement, then the Company shall not be required use its commercially reasonable best efforts to file a registration statement if take such action as to eliminate any restriction imposed by federal securities Laws on the filing timely delivery of such registration statementshares. Immediately upon receipt of such notice, or the transactions contemplated by Purchaser shall discontinue the disposition of Registrable Securities under such flingRegistration Statement and Prospectus relating thereto until such Suspension Period is terminated. The Company agrees that it will terminate any such Suspension Period as promptly as reasonably practicable and will promptly notify the Purchaser of such termination. After the expiration of any Suspension Period and without any further request from the Purchaser, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required as promptly as reasonably practicable prepare a post-effective amendment or supplement to file a registration statement if the filing of such registration statementRegistration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the transactions contemplated by such filingRegistrable Securities included therein, would the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the good faith judgment light of the Board circumstances under which they were made, not misleading. If a Suspension Period occurs during the Effectiveness Period for a Registration Statement, such Effectiveness Period shall be extended for a number of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that days equal to the total number of days during which the distribution of Registrable Shames Securities is suspended under this Section 9.1(a)(iv). If the Company notifies the Purchaser of a Suspension Period with respect to a Registration Statement requested pursuant to Section 9.1(a) that the Holders intend to include is such as has not yet been declared effective, (i) would materially and adversely affect the price Purchaser may by notice to the Company withdraw such request without such request counting as one of the Ordinary Shares to be offered or Purchaser’s demand requests under Section 9.1(a)(ii) and (ii) result in a greater number the Purchaser will be not obligated to reimburse the Company for any of Ordinary Shares being offered than the market could reasonably absorbits out-of-pocket expenses, then the number of Registrable Shares to be registered in the Demand including Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of themExpenses. (ev) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; providedRegistration Statement referred to in this Section 9.1(a), howeverfor sale in accordance with the method of disposition specified by the Purchaser, that if the lead underwriter shares of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that Common Stock to be sold by the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares for its own account or to be offered or sold by any Other Equity Purchaser pursuant to its piggyback registration rights set forth in any Other Investment Agreement (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, thateach case, to the extent necessary to meet that the inclusion of any such limitationshares shall not adversely affect the offering, newly issued Ordinary Shares as determined in the reasonable judgment of the Company’s advisors). The Registrable Securities of the Purchaser shall have priority for inclusion in any firm commitment underwritten offering, ahead of any primary issuance by the Company and all Registrable Securities held by other holders included in such offering, in any Underwriter Cutback. The Selling Shareholders (and their affiliates and permitted transferees) shall be excluded from permitted to include the shares of Common Stock owned by them in any such Demand RegistrationRegistration Statement or offering in accordance with the exercise of piggyback rights granted to them, but the Purchaser shall have priority over the Selling Shareholders in the event of an Underwriter Cutback.

Demand Registrations. (ai) Each At any time after the date that is 180 days after the consummation by the Company of an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act, any Holder or Holders of Registrable Securities shall have the right (to elect, by giving written notice thereof to the "Demand Right") during the term of this Agreement Company, to require the Company to file use its reasonable best efforts to register all or a registration statement portion of such Holder’s Registrable Securities under the Securities Act in respect of all or some of Act; provided, however, that (A) if the Company is not eligible to register the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of Securities on Form S-3 under the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such requestSecurities Act, the Company shall file with be obligated to register the Commission Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 10% or more of the then-outstanding Registrable Securities, and thereafter (B) if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $5,000,000. Promptly following such election, the Company shall (1) give notice to each other Holder of Registrable Securities of such election, which notice shall set forth the identity of the electing Holders, and (2) use its reasonable best efforts to cause to be declare declared or become effective promptly under the Securities Act a registration statement (a "Demand Registration") providing for the registrations registration of, and the sale in accordance with the intended method or methods of all distribution thereof by the electing Holders of, the Registrable Shares as such Holder shall have demanded Securities elected to be registeredincluded therein by the Holder. The Company may satisfy its obligation shall be required to file a Demand Registration through an automatic shelf cause to become effective pursuant to this Section 2(a)(i) no more than three registration statements in the aggregate, and only one registration statement within any period of six months, unless the Company is eligible to register the Registrable Securities on form F-3 within the meaning of Rule 405 Form S-3 under the Securities Act. All requests made , in which case the Holders shall have the unlimited right to require registrations on Form S-3; provided, however, that the Company shall not be obligated to effect any such registration on Form S-3 if within the 12-month period preceding the date of such request for registration the Company already has effected two registrations on Form S-3 (or applicable successor form) at the request of Holders. (ii) Notwithstanding the foregoing, the Company shall not be obligated to register Registrable Securities upon any election pursuant to this Section 3.01 (a2(a)(i) shall specify if fewer than 135 days have elapsed after the amount effective date of a registration statement registering newly issued or treasury shares of the Registrable Shares to be registered. The Demand Registration shall be Company’s Common Stock for purposes of a primary offering (as defined in Section 2(b)(i) hereof) on a firm commitment underwritten public offeringbasis, but only if and to the extent that (A) the underwriting agreement entered into in connection with any such offering expressly prohibited registration of Registrable Securities and (B) no period referred to in this sentence, and no postponement referred to in Section 2(a)(iii) hereof, was in effect during the 12 months immediately preceding the commencement of such 135-day period, unless any Holders having made elections during the previous period or postponement, as the case may be, shall have had the opportunity to register their Registrable Securities pursuant to an effective registration statement prior to the current such period. (biii) Anything in this Agreement If, following any election pursuant to the contrary notwithstanding, the Company shall be entitled Section 2(a)(i) hereof but prior to postpone and delay the filing of any Demand Registration until the earliest practicable time at which a registration statement in respect of such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereofelection, (iiA) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impedein its reasonable judgment and in good faith, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if resolves that the filing of such registration statementstatement and the offering of Registrable Securities pursuant thereto would be seriously detrimental to the Company, or and (B) the transactions contemplated Company furnishes to the Holders having made such election a certificate signed by such fling, would in the good faith judgment of the Board of Directors President of the Company result in giving notice of such determination (which certificate shall include a breach copy of the Company's license; and (vi) such resolution), the Company shall not shall, notwithstanding the provisions of Section 2(a)(i), be required entitled to file a registration statement if postpone for up to 135 days the filing of such any registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares statement otherwise required to be offered or (iiprepared and filed by it pursuant to Section 2(a)(i) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registrationhereof; provided, however, that no such postponement may be effected if any other postponement of a registration pursuant to this Section 2 was in effect during the lead underwriter 12 months immediately preceding the commencement of such postponement, unless any Holders having made elections during the previous postponement shall have had the opportunity to register their Registrable Securities pursuant to an offering involving a Demand Registration advises the Holders that have requested such effective registration that the number of Ordinary Shares that the Company intends to include in addition statement prior to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationcurrent postponement.

Demand Registrations. (a) Each Holder shall have At any time and from time to time following the right (date that is *** months after the "Demand Right") during Closing Date, the term of this Agreement to Investors may require the Company EchoStar to file a registration statement under the Securities Act in respect of all or some a portion of the Registrable Shares held Securities by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject delivering to the provisions of subsection (b) belowIssuers written notice stating that such right is being exercised, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register specifying the number of shares of the Registrable Shares specified Securities to be included in such registration (the shares subject to such request, the Company shall file “Demand Shares”) and describing the intended method of distribution thereof, which *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission and thereafter subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. may include an underwritten offering (a “Demand Request”). Upon receiving a Demand Request, subject in all cases to Section 3.4 of this Agreement, EchoStar shall (i) use its best commercially reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as it may reasonably deem appropriate providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution; provided that, in the case of an initial underwritten offering, the Demand Shares are reasonably expected to have an aggregate market value of at least ***, and in the case of any additional underwritten offering, the Demand Shares are reasonably expected to have an aggregate market value of at least *** (a “Demand Registration”) and (ii) after the filing of an initial version of the registration statement, use its commercially reasonable efforts to cause such registration statement to be declare declared effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify Act as promptly as practicable after the amount date of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringfiling of such registration statement. (b) Anything in this Agreement to the contrary notwithstanding, the Company EchoStar shall be entitled to postpone and delay delay, for reasonable periods of time, but in no event more than an aggregate of *** (a “Blackout Period”), the filing or effectiveness of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company EchoStar shall determine that any such filing or the offering of any Registrable Shares would (x) Securities would, in the good faith judgment of the Board board of Directors directors of the CompanyEchoStar, impede, delay (i) materially affect in an adverse manner or otherwise materially interfere with any pending bona fide material financing of EchoStar or contemplated financing, acquisition, corporate reorganization or other similar any material transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities under consideration by the Company, EchoStar or (zii) require disclosure of material nonpublic non-public information which, if disclosed at such time, would be materially harmful seriously detrimental to the interests of the Company EchoStar and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registrationstockholders; provided, however, that EchoStar shall give written notice to the Investors of its determination to postpone or delay the filing of any Demand Registration. Upon notice by EchoStar to the Investors of any such determination, the Investors shall keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or Transfer by it of any shares of the Tracking Stock for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by EchoStar) and promptly halt any use, publication, dissemination or distribution of the Demand Registration, each prospectus included therein, and any amendment or supplement thereto by it for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by EchoStar) and, if so directed by EchoStar, will deliver to EchoStar any copies then in its possession of the lead prospectus covering such Registrable Securities. (c) In connection with any underwritten offering, the managing underwriter of an offering involving a or underwriters for such Demand Registration advises shall be selected by the Holders Investors; provided that have requested such registration that the number of Ordinary Shares that the Company intends managing underwriter shall be a nationally recognized investment banking firm and shall be reasonably acceptable to include in addition to EchoStar. (d) There shall be no limit on the total number of Registrable Shares Demand Requests that the Holders intend Investors may deliver to include is such as (1) would materially and adversely affect the price EchoStar pursuant to this Section 4.1; provided, however, that in no event shall EchoStar be obligated to prepare, file or cause to become effective more than two Demand Registrations in any 12-month period. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Ordinary Shares text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to be offered or (ii) result in a greater number of Ordinary Shares being offered than request for confidential treatment pursuant to Rule 24b-2 under the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand RegistrationSecurities Exchange Act.

Demand Registrations. (a) Each Holder At any time following the Effective Time, to and including the date on which the Stockholder shall have received a written opinion of legal counsel reasonably satisfactory to the Stockholder and the Company and addressed to the Company and the Stockholder stating that the Stockholder Company Shares may be publicly offered for sale in the United States by the Stockholder without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act (such period, the "DEMAND PERIOD"), the Stockholder shall have the right (the "Demand Right") during the term of this Agreement on two occasions to require the Company to file a registration statement under the Securities Act in respect of all or some a portion of the Registrable Stockholder Company Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company)it. Subject to the provisions of subsection (b) below, as As promptly as practicable, but in no event later than 45 60 days after the Company receives a written request from such Holder the Stockholder demanding that the Company so register the number of Registrable Stockholder Company Shares specified in such request, which number shall not be less than the Minimum Number, the Company shall file with the Commission and thereafter use its reasonable best efforts to cause to be declare declared effective promptly a registration statement (a "Demand RegistrationDEMAND REGISTRATION") providing for the registrations registration of all Registrable such number of Stockholder Company Shares as such Holder the Stockholder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall not be required to file or otherwise effect any Demand Registration during the period between the 16th day of each of March, June, September and December and 48 hours following public release by the Company (by means of a press release, 10-Q filing or other public announcement) of its earnings for the quarter in which such 16th day occurs. In addition, anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing or effectiveness of a Demand Registration and, following the effectiveness of any Demand Registration until Registration, may suspend the earliest practicable time at which performance of its obligations under Section 3.04 with respect to such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration."SECTION 3.04

Demand Registrations. (ai) Each At any time from and after the Closing Date, any Holder shall have the right or Holders (the "Demand RightInitiating Holders") during who own, in the term aggregate, at least a majority of this Agreement the Registrable Securities may elect, by giving written notice thereof to the Company, to require the Company to file use its reasonable best efforts to register all or a registration statement portion of its Registrable Securities under the Securities Act in respect of all or some of the Registrable Shares held by Act. Promptly following such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such requestelection, the Company shall file with (1) give notice (the Commission "Demand Notice") to each other Holder (collectively, the "Other Holders") of Registrable Securities, if any, of such election, which notice shall set forth the identity of the Initiating Holders, and thereafter (2) use its reasonable best efforts to cause to be declare declared or become effective promptly under the Securities Act a registration statement (a "Demand Registration") providing for the registrations registration of, and the sale in accordance with the intended method or methods of all distribution thereof by the electing Holders of, the Registrable Shares as Securities requested to be included therein in writing by the Initiating Holders and by any Other Holders who request the inclusion in such Holder shall have demanded be registeredregistration statement of their Registrable Securities by delivery of a written notice to the Company no later than the 15th calendar day following the date the Demand Notice is delivered by the Company. The Company may satisfy its obligation shall be required to file a Demand Registration through an automatic shelf cause to become effective pursuant to this Section 2(a) no more than two registration statement upon any election pursuant to this Section 2(a)(i) by the Holders unless the Company is eligible to register the Registrable Securities on form F-3 within the meaning of Rule 405 Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require such registrations on Form S-3. All requests made Notwithstanding the foregoing, the Company shall not be obligated to register Registrable Securities on Form S-3 under the Securities Act upon any election pursuant to this Section 3.01 2(a)(i) if the Company has registered Registrable Securities on Form S-3 or any other form under the Securities Act twice in the preceding twelve month period upon elections pursuant to this Section 2(a)(i). Notwithstanding any provisions of this Section 2(a) to the contrary, if the Company is not subject to Sections 12(b) or (ag) shall specify the amount or 15(d) of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstandingExchange Act, the Company shall be entitled to postpone and delay Holders may not exercise the filing of any Demand Registration demand rights provided for under this Section 2(a)(i) until the earliest practicable time at which such Demand Registration can be reasonably effected if earlier of (i) the date 180 days after the consummation by the Company is conducting or about to conduct of an underwritten public offering of securities in its Common Stock subsequent to the date on which the Holder is entitled Company first ceases to join pursuant be subject to Section 3.02 hereof, such sections of the Exchange Act or (ii) the second anniversary of the date the Company is ceases to be subject to such sections of the Exchange Act; provided, however, that the Holders may not exercise the demand rights under this clause (ii) unless the maximum initial public offering price of the securities to be registered as set forth on the cover page of the registration statement in the form initially filed with the SEC is such that it implies a valuation of all of the Common Stock, calculated on an existing contractual obligation as-converted basis, of at least $50.0 million (before giving effect to the receipt of any proceeds to be received by the Company in such offering). (ii) In the event of any registration of Registrable Securities pursuant to Section 2(a)(i) hereof, the Company shall not, without the express written consent of the Holders of a majority of such Registrable Securities, cause or permit any other securities of the Company or of any other Person (whether such securities are to be issued by the Company, are held in the Company's treasury or are then outstanding and held by other persons) to be covered by such registration statement or otherwise to be included in such registration (except that such consent shall not be required in the event such registration statement is a "shelf" that only covers a non-underwritten offering pursuant to engage in a public offeringRule 415 of the Securities Act), except for Other Holders of Registrable Securities as contemplated by Section 2(a)(i) hereof. (iii) In the financial statements of the Company for the fiscal period most recently ended event that, following any election pursuant to Section 2(a)(i) hereof but prior to the filing of a registration statement in respect of such written request are not yet availableelection, or (ivA) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impedein its reasonable judgment and in good faith, delay or otherwise resolves that the filing of such registration statement and the offering of Registrable Securities pursuant thereto would materially interfere with any pending or contemplated financing, significant acquisition, corporate reorganization reorganization, financing or other similar transaction involving the Company, and (yB) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After gives the expiration Holders having made such election written notice of any such postponement or delay and without any further request from determination (which notice shall include a Holdercopy of such resolution), the Company shall effect shall, notwithstanding the provisions of Section 2(a)(i) hereof, be entitled to postpone for up to 90 days the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration registration statement otherwise required to be declared effective as promptly as practicable unless such Holder shall have, prior prepared and filed by it pursuant to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (cSection 2(a)(i) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registrationhereof; provided, however, that no such postponement may be effected if any other postponement of a registration pursuant to this Section 2 was in effect during the lead underwriter 12 months immediately preceding the commencement of such postponement, unless any Holders having made elections during the previous postponement shall have had the opportunity to register their Registrable Securities pursuant to an offering involving a Demand Registration advises the Holders that have requested such effective registration that the number of Ordinary Shares that the Company intends to include in addition statement prior to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationcurrent postponement.

Demand Registrations. (a) Each Holder shall have During the right (Effective Period, one or more Initiating Holders owning, individually or in the "Demand Right") during aggregate, at least 10% of the term Common Stock comprising the Registrable Securities may request in writing, with a copy of this Agreement such request delivered simultaneously to require each non-Initiating Holder, that the Company to file a registration statement Registration Statement under the Securities Act in respect ("Demand Registration") covering the registration of all or some at least 10% of the Registrable Shares held Securities and the intended plan and method of disposition of such shares. The ________________ * Effective Date of Plan of Reorganization. making of such demand by such an Initiating Holder (but not less than a shall be binding upon all Investors with respect to the number of Registrable Shares that represents at least 2.65% of demand registration rights provided for in Section 1(c) hereof. After the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after date on which the Company receives such a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its reasonable best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration"i) providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 Statement under the Securities Act. All requests made Act on the appropriate form therefor (using Form S-3 or other "short form," if available pursuant to this Section 3.01 (athe advice of counsel) shall specify the amount covering all of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities Securities specified by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to Initiating Holders within 45 days after the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that 45 day period shall be extended by the number of Ordinary Shares that days having elapsed from the time the Company intends to include in addition furnishes to the total number of Registrable Shares that the Initiating Holders intend to include is such as (1) would materially and adversely affect the price a reasonably complete draft of the Ordinary Shares proposed Registration Statement to be offered filed, and the date on which a majority of the Registrable Securities to which the proposed Registration Statement relates notifies the Company that such draft is acceptable to such Initiating Holders insofar as the draft of the proposed Registration Statement contains information that relates to them and the intended method or methods of distribution as furnished by them to the Company and (ii) result to cause such Registration Statement to be declared effective as quickly as reasonably possible after the filing referenced in clause (i) above. The Company will keep the Demand Registration current and effective for at least 120 days (such 120 day period to be calculated without regard to any Deferral Period), or a greater number shorter period during which the holders of Ordinary Shares being offered than such demand shall have sold all Registrable Securities covered by the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Holder shall have Unless the right (shelf registration contemplated by Section 1.2 or the "Demand Right") during piggy-back registration contemplated by Section 1.4 has been filed and declared effective by the term of this Agreement to require SEC, covers all then outstanding Registrable Securities and is then currently in effect, then the Company shall, at the request of the Holders of at least 250,000 shares of Registrable Securities, -3- US Dataworks, Inc. Registration Agreement October 2, 2003 prepare and use its commercially reasonable efforts to file a registration statement under with the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, SEC as promptly as practicable, but in no any event within 45 days of such request, a registration statement on Form S-3 covering the resale of the Registered Securities requested to be covered by such demand. The Company shall use its commercially reasonable efforts to cause such registration statement to be filed not later than 45 days following the receipt of the notice of demand for registration under this Section 1.3, and shall use its commercially reasonable efforts to cause such registration statement to be declared effective under the Act (including filing with the SEC a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the 0000 Xxx) as promptly as practicable after the Company receives filing thereof, but in any event prior to the Effectiveness Due Date, and to keep such registration statement continuously effective under the Act until the date on which all Registrable Securities covered by such registration statement have been sold or cease to be Registrable Securities, or such earlier time that the Holders may sell all their Registrable Securities within a written request from single 90-day period under Rule 144 (such Holder demanding period, the "EFFECTIVENESS PERIOD"); provided that the Company so register shall provide the number Holders with written notice of its intent to terminate the effectiveness of such registration statement not fewer than three (3) business days prior to such termination. Notwithstanding the foregoing, if at the time the Holders deliver to the Company a notice requesting registration of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i1.3(a) the Company is conducting or about Holders are able to conduct an underwritten public offering of securities in which the Holder is entitled to join sell pursuant to Section 3.02 hereofRule 144, (ii) within the Company 90-day period commencing on the date that the demand notice is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities received by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests all of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a HolderRegistrable Securities that are then not covered by an effective registration statement, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) then the Company shall not be required to file a registration statement within 180 days pursuant to this Section 1.3 in response to such demand, and such request shall not be deemed a demand registration for purposes of Section 1.3(f) of this Agreement. (b) Notwithstanding the foregoing, if the Company shall furnish to Holders participating in the registration pursuant to this Section 1.3 a certificate signed by the President of the effective date of Company stating that a prior Blackout Period is in effect, the Company shall have the right to defer such filing or sales under the registration statement filed as a result pursuant to this Section 1.3 during the term of a request for a Demand Registration by a Holder or within 180 days of such Blackout Period; PROVIDED, HOWEVER, that the effective date of a prior registration statement registering Ordinary Shares;Company may utilize such deferral (including any such deferral that may be declared pursuant to Section 1.2(b)) not more than once in any 12-month period. (iic) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder If, at any time during the pendency of any lock-up period imposed in connection with a public offering of Effectiveness Period, the Company is not eligible to register its securities of the Companyon Form S-3, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to prepare and file a registration statement if the filing of such a registration statement, on Form S-1 or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; S-2 (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)available form for the general registration of securities) as may be necessary to register all Registrable Securities in accordance with the terms and conditions set forth in this Section 1.3. (d) Notwithstanding anything contained The Company may propose to include Additional Securities in any registration statement to be filed pursuant to this Section 3.011.3. The Holders shall have the right to reduce the number of Additional Securities requested to be registered by the Company pursuant to this Section 1.3(d) (including, if necessary, to zero) if, in the lead good faith opinion of the underwriter or underwriters of an offering involving a Demand Registration advises such offering, the Holders that have requested inclusion of such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) Additional Securities would materially and adversely affect the marketability or price of the Ordinary Shares Registrable Securities to be offered or (ii) result in a greater number of Ordinary Shares being offered than by the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included Holders in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them.registration. -4- US Dataworks, Inc. Registration Agreement October 2, 2003 (e) The Holders shall have the right to select the underwriter or underwriters, if any, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed, that will undertake the sale and distribution from time to time of the Registrable Securities included in a registration statement filed under the provisions of this Section 1.3. (f) The Company shall be entitled obligated to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as effect only one (1) would materially and adversely affect the price such demand registrations pursuant to this Section 1.3. (g) The Holders of the Ordinary Shares Registrable Securities may withdraw their demand for any proposed offering pursuant to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, demand registration by giving written notice from a majority of such Holders to the Company accompanying such advice, that, of their election to withdraw prior to the extent necessary to meet effectiveness of the registration statement with the SEC. If such limitationwithdrawing Holders pay all registration expenses incurred in connection with such demand registration, newly issued Ordinary Shares then no demand registration shall be excluded from deemed to have been made for purposes of Section 1.3(f). If such Demand Registrationwithdrawing Holders do not pay all registration expenses set forth in Section 1.7 of this Agreement incurred by the Company in connection with such demand registration, then such withdrawn registration shall be deemed a demand registration for purposes of Section 1.3(f) above.

Demand Registrations. (a) Each Holder shall have After the right expiry of a 180-day delay from the date hereof, the Investor may request the Issuer to use commercially reasonable efforts to effect a Registration of all or part of its Registrable Shares (the "such Registration being hereinafter referred to as a “Demand Right"Registration”) during the term of this Agreement to require the Company to file by filing a prospectus under applicable Canadian Securities Acts and/or a registration statement under the U.S. Securities Act (including, if eligible, a shelf prospectus under National Instrument 44-102 – Shelf Distributions and/or a shelf registration statement under Rule 415 of the U.S. Securities Act). Any such request shall be made by notice in respect writing (a “Demand Registration Request”) to the Issuer. The Issuer shall as soon as practical, and in any event within 45 days, in the case of a long form prospectus to be filed in Canada or a registration statement to be filed on Form S-1 in the United States, and 10 days, in the case of a short form prospectus or a prospectus supplement to be filed in Canada or a registration statement to be filed on Form S-3 in the United States, of receipt of a Demand Registration Request, file a prospectus and/or a registration statement covering all or some of the Registrable Shares held that the Investor requested to be qualified and/or registered and use its commercially reasonable efforts to cause (i) a receipt to be issued by the relevant Canadian Securities Commissions as soon as practicable and/or (ii) such Holder registration statement to become effective as soon as practicable. (but b) The Issuer shall not less be obliged to effect: (i) more than an aggregate of two Demand Registrations in any one 12-month period (provided, however, that a Registration shall not be deemed “effected” for purposes of this section until such time as the applicable final prospectus has been receipted by the relevant Canadian Securities Commissions and the applicable registration statement has been declared effective by the SEC); (ii) a Demand Registration in the event the Issuer determines in good faith that either (A) the effect of the filing of a prospectus or registration statement or continuing with the Demand Registration could impede the ability of Issuer to consummate a significant transaction (including a financing, an acquisition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto, or (B) there exists at the time material non- public information relating to the Issuer or its subsidiaries (1) the disclosure of which the Issuer believes would be materially adverse to the Issuer and its subsidiaries, taken as a whole or (2) where the Issuer has a bona fide business purpose for keeping it confidential; in which case the Issuer’s obligations under this Section 4.2 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Registration Request of the Investor, provided that the Issuer shall not be permitted to defer the filing of a prospectus or a registration statement under this Section 4.2 more than two times in any 12-month period; (iii) a Demand Registration in respect of a number of Registrable Shares that represents at least 2.65% is expected to result in gross proceeds of less than $10 million; or (iv) a Demand Registration before the then outstanding Ordinary Shares of 90th day following the Company). Subject date on which (A) a receipt was issued to the provisions of subsection Issuer with respect to any final prospectus filed by the Issuer or (bB) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for filed by the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringIssuer became effective. (bc) Anything in this Agreement The Investor may request the Issuer to the contrary notwithstandinguse commercially reasonable efforts to file and obtain a receipt for a shelf prospectus or effect a shelf registration statement, the Company shall be entitled to postpone and delay the filing which prospectus or registration statement contemplates sales or distributions of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereofRegistrable Shares, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine provided that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for , unless accompanied by a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)Request. (d) Notwithstanding anything contained in this Section 3.01, if the The lead underwriter of an or underwriters for any offering involving in connection with a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in selected by the opinion of such underwriters, can be sold without (i) materially Investor and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on reasonably acceptable to the basis of the relative number of securities originally requested to be registered by each of themIssuer. (e) The Company Issuer shall be entitled to include newly issued Ordinary Shares for sale in any Demand Registration; provided, however, that if the lead underwriter of an offering involving prospectus or registration statement filed pursuant to a Demand Registration advises any securities of the Holders that have requested such registration Issuer to be sold by the Issuer for its own account unless the underwriters advise the Issuer that the number aggregate amount of Ordinary Shares that securities requested to be included in such offering is sufficiently large to have a material adverse effect on the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the distribution or sales price of the Ordinary Registrable Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than such offering in which case the market could reasonably absorb, then the Holders Issuer will promptly, so advise the Company and may require, by written notice to the Company accompanying include in such advice, thatDemand Registration, to the extent necessary of the amount that the underwriter believes may be sold without causing such material adverse effect, first the Registrable Shares requested to meet such limitationbe included by the Investor and second, newly issued Ordinary Shares shall be excluded from such Demand Registrationsecurities offered by the Issuer for its own account.

Demand Registrations. (a) Each Holder shall have From time to time upon request of the right (the "Demand Right") during the term of this Agreement to require Stockholder, the Company shall prepare and file with the SEC a Registration Statement covering the resale of the Registrable Securities for an offering to file be made on a registration statement continuous basis pursuant to Rule 415. Unless the Company is eligible to use Form S-3 (or a successor form) under the Securities Act in respect of all or some of (which registrations are covered under Section 4.2(b) below), such Registration Statement shall be on Form SB-2 under the Securities Act (unless the Company is not then eligible to register for resale the Registrable Shares held by Securities on Form SB-2, in which case such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Companyregistration shall be on another appropriate form). Subject to Any such Registration Statement shall list as Selling Stockholders such Holders as the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such Stockholder may request, the . The Company shall file with the Commission and thereafter use its best efforts to cause such Registration Statement to be declare declared effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay Act as promptly as possible after the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration thereof and shall use its best efforts to cause any keep such Demand Registration Statement continuously effective under the Securities Act until the earlier of (a) the date that is twenty-four (24) months following the date on which such Registration Statement becomes effective and (b) until all Registrable Securities have been sold or may be sold without volume restrictions pursuant to be declared effective Rule 144(k) promulgated under the Securities Act, as promptly as practicable unless such Holder shall have, prior determined by counsel to the effective date Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to Company’s transfer agent and the Stockholder (the “Effectiveness Period”). The Company shall promptly notify the Stockholder via e-mail of the effectiveness of such Demand RegistrationRegistration Statement. Notwithstanding the foregoing, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file effect registration pursuant to a request under this Section 4.2(a) more than two (2) times during any twelve (12) month period. A registration statement within 180 days of the effective date of a prior registration statement filed will not count as a result of a request for a Demand requested registration under this Section 4.2(a) unless and until the Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled Statement relating to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or has been declared effective by the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)Commission. (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) At any time or times, but in any event subject to the limitations set forth in Section 3(d), after Xxxxx becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), any Stockholder may request Xxxxx, in writing, to effect the registration of Registrable Shares on Form S-3 (or such successor form) at Xxxxx'x expense. Upon receipt of any such request, Xxxxx shall promptly give written notice of such proposed registration to all Stockholders. Each Holder such Stockholder shall have the right right, by giving written notice to Xxxxx within thirty (the "Demand Right"30) during the term days after Xxxxx provides its notice, to elect to have included in such registration such of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all or some of the its Registrable Shares held by as such Holder (but not less than a number Stockholder may request in such notice of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company)election. Subject to the provisions of subsection (b) belowThereupon, Xxxxx shall, as promptly expeditiously as practicablepossible, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a effect the registration statement on Form S-3 (a "Demand Registration"or such successor form) providing for the registrations of all Registrable Shares as such Holder which Xxxxx has been requested to register. Any offering of Registrable Shares under the Registration Statement on Form S-3 (or successor form) shall have demanded not be registeredunderwritten. The Company may satisfy its obligation If at any time after thirteen months following the date first set forth above, Xxxxx shall be ineligible to file a Demand Registration through an automatic shelf registration statement Statement on Form S-3 (or any successor form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant relating to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstandingsecondary offerings), the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and Xxxxx shall use its best efforts to cause effect the requested registration on any available registration form promulgated pursuant to the Securities Act. (b) If at the time of any request to register Registrable Shares pursuant to this Section 3, Xxxxx is engaged or has fixed plans to engage within sixty (60) days of the time of the request in a registered public offering (by filing a Registration Statement with the Commission) or is engaged in any other activity which, in the good faith determination of Xxxxx'x Board of Directors, would be adversely affected by the requested registration to the material detriment of Xxxxx, then Xxxxx may at its option direct that such Demand Registration request be delayed (i) in the case of a registered public offering, for such period as the underwriters require with respect to be declared effective any other Xxxxx shareholder holding as promptly as practicable unless such Holder shall havemany or more shares of Common Stock, prior not to exceed six (6) months from the effective date of such Demand Registrationoffering or (ii) in the case of another material activity, withdrawn a period not exceed six (6) months from the date of commencement of such activity, as the case may be, such right to delay a request to be exercised by Xxxxx not more than once in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registrationany one-year period. (c) Notwithstanding anything contained in this Section 3.01: 3(a), (i) Xxxxx need not include any Registrable Shares owned by any Stockholder in any Registration Statement provided for under this Section if in the Company opinion of counsel for Xxxxx reasonably satisfactory to the Stockholder, registration of such shares under the Securities Act is not necessary for the Stockholder to dispose of all of such shares in the public market in compliance with the Securities Act; provided that, in such case, the opinion of such counsel shall be in writing addressed to the Stockholder and shall be rendered within twenty (20) days after Xxxxx receives the Stockholder's request for registration or the Stockholder's notice of election to have included in a registration some or all of the Stockholder's Registrable Shares; and (ii) Xxxxx shall not be required to file effect the registration under this Agreement of a registration statement within 180 days number of Registerable Shares which is less than twenty-five percent (25%) of the effective date total number of a prior registration statement filed as a result of a request for a Demand Registration Shares issued by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares;Xxxxx. (iid) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company Xxxxx shall not be required to file a registration statement if the filing of such a registration statementeffect more than two registrations pursuant to paragraph (a) above, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if each such obligation shall be deemed satisfied only when a registration statement covering all of the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that specified in notices received as aforesaid, for sale in accordance with the Holders intend to include is method of disposition specified by such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorbholders, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationhave become effective.

Demand Registrations. (a) Each Holder shall have the right (the "Demand Right") during the term of this Agreement Any Shareholder may from time to require time make a written request to the Company to file a registration statement under the Securities Act in respect for Registration of all or some part of the outstanding Registrable Shares Securities held by such Holder (but not less than a Shareholder and any of its Affiliates; provided, that the number of Registrable Shares that Securities requested to be so Registered represents at least 2.65% one per cent. (1%) of all issued and outstanding Shares. Notwithstanding the preceding sentence, in the event that Orascom makes a written request to the Company pursuant to this Section 2.1(a) for Registration of all or part of the then outstanding Ordinary Registrable Securities held by it or any of its Affiliates, the number of such Registrable Securities requested to be so Registered by Orascom must represent at least five per cent (5%) of all issued and outstanding Shares at such time. A Registration that is undertaken by the Company in response to a valid request made by a Shareholder pursuant to this Section 2.1 shall be referred to herein as a “Demand Registration.” Each such request shall specify the class and the aggregate amount and class of Registrable Securities to be Registered and the Company)intended methods of disposition and distribution thereof. Subject to the provisions of subsection (b) belowThe Company shall file, as promptly as practicablepracticable (and in any event, but in no event later than 45 days after the Company receives within sixty (60) days) following receipt of a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly for a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file , a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior Statement relating to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its reasonable best efforts to cause any such Demand Registration Statement promptly to be declared effective under the Securities Act, the “blue sky” laws of such jurisdictions as promptly the Shareholder or underwriter, if any, reasonably request, or any other Law, as practicable unless applicable, and to cause such Holder shall have, prior Registration Statement to remain effective until the later of (i) the date all Registrable Securities have been sold or (ii) nine (9) months after the effective date of such Registration Statement. (b) Each Shareholder other than Orascom may make an unlimited number of requests for a Demand Registration pursuant to Section 2.1(a). Orascom may make one request for a Demand Registration pursuant to Section 2.1(a) at any time during a three-hundred sixty-five (365) day period and an additional request for a Demand Registration pursuant to Section 2.1(a) at any time during that same three-hundred sixty-five (365) day period with the approval of HTIHL, such approval not to be unreasonably withheld. Unless HTIHL has requested or has elected to participate in a Demand Registration, withdrawn Orascom shall have no right to make a request for or to participate in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Registration at any time when any amount remains payable by it under the Promissory Note or by the Parent under the terms of the Parent Guarantee. Notwithstanding anything contained in this Section 3.01: (i) the above, the Company shall not be required to file a registration statement within 180 days of Registration Statement for a Demand Registration at any time during the one hundred eighty (180) day period following the effective date of another such Demand Registration Statement. (c) Any Shareholder and/or its Affiliates may withdraw their Registrable Securities from a Demand Registration at any time prior registration statement filed as a result to the effectiveness of the applicable Registration Statement. Upon receipt of a written notice from a Shareholder to such effect, the Company shall cease all efforts to secure Registration of such Registrable Securities. (d) Promptly upon receipt of any request for a Demand Registration by pursuant to Section 2.1(a) (but in no event more than ten (10) Business Days thereafter), the Company shall deliver a Holder or written notice (a “Demand Notice”) of any such Registration request to all other Holders of Registrable Securities, and the Company shall include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein from such Holders within 180 twenty-one (21) days after the date that the Demand Notice has been delivered. All requests made pursuant to this Section 2.l(d) shall specify the class and aggregate amount of Registrable Securities to be registered and the effective date intended method of a prior registration statement registering Ordinary Shares;distribution of such securities. (iie) If a Holder shall not be entitled to request Shareholder that has requested a Demand Registration until after twelve months from so elects, the Effective Date, (iii) no request for offering of Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering. If any offering pursuant to a Demand Registration may involves an Underwritten Offering, such Shareholder shall have the right to select the underwriter or underwriters to administer the offering; provided, that such underwriter or underwriters shall be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of reasonably acceptable to the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (df) Notwithstanding anything contained If at any time the managing underwriter or underwriters (the “Managing Underwriter”) of a proposed Underwritten Offering of a class of Registrable Securities included in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises (or in the case of a Demand Registration not being underwritten, the Shareholder requesting such Demand Registration) informs the Holders that have requested of such registration that class of Registrable Securities in writing that, in its opinion, the total number of Registrable Shames that Company Securities of such class proposed to be included in such Demand Registration exceeds the Holders intend number which can be sold in (or during the time of) such offering without being likely to include is such as (i) would materially and adversely affect have a significant adverse effect on the price price, timing or distribution of the Ordinary Shares to be class of securities offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorbfor the class of securities offered, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to Securities of such number whichclass that, in the opinion of such underwritersManaging Underwriter (or, in the case of a Demand Registration which is not underwritten, the Shareholder requesting such Demand Registration), can be sold included without having such an adverse effect shall be allocated as follows: (i) materially and adversely affecting first, pro rata among the price Holders which have requested participation in the Demand Registration (based, for each such Holder, on the percentage derived by dividing (i) the number of the Ordinary Shares Registrable Securities of such class which such Holder has requested to be offered or include in such Demand Registration by (ii) resulting in a greater the aggregate number of Ordinary Shares being registered than Registrable Securities of such class which all such Holders have requested to include); and (ii) second, and only if all the market could absorb. Such Registrable Shares to be included securities referenced in such registration shall be allocated clause (i) have been included, pro rata among all requesting Holders any other Persons contractually entitled to participate in such Demand Registration (based, for each such Person, on the basis of percentage derived by dividing (i) the relative number of securities originally Registrable Securities of such class which such Person has requested to be registered include in such Demand Registration by each (ii) the aggregate number of themRegistrable Securities of such class which all such Persons have requested to include). (eg) The If the filing, initial effectiveness, publication or continued use of a Registration Statement in respect of a Demand Registration at any time would require the Company shall be entitled to include newly issued Ordinary Shares in any make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Demand RegistrationSuspension”); provided, however, that if the lead underwriter of an offering involving Company shall not be permitted to exercise a Demand Registration advises Suspension (A) more than once during any six-month period, (B) for a period exceeding thirty (30) days on any one occasion or (C) for a period exceeding forty-five (45) days in any twelve-month period. In the case of a Demand Suspension, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, use of the prospectus relating to such Demand Registration in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities. The Company shall immediately notify the Holders upon termination of any Demand Suspension, and amend or supplement the related prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such number of copies of such prospectus as so amended or supplemented as the Holders may reasonably request. The Company represents that, as of the date hereof, it has no knowledge of any circumstance that have requested would reasonably be expected to cause it to exercise its rights under this Section 2.1(g). (h) Any Shareholder may make a written request to the Company to initiate a public offering in any Alternative Listing Jurisdiction of all or part of the outstanding Registrable Securities held by such registration Shareholder and any of its Affiliates; provided, that the number of Ordinary Shares Registrable Securities requested to be so offered in such a public offering in any Alternative Listing Jurisdiction represents at least one per cent. (1%) of all issued and outstanding Shares. Notwithstanding the preceding sentence, in the event that Orascom makes a written request to the Company intends pursuant to include this Section 2.1(h) to initiate a public offering in addition to any Alternative Listing Jurisdiction of all or part of the total outstanding Registrable Securities held by it or any of its Affiliates, the number of such Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares Securities requested to be so offered or in such a public offering in any Alternative Listing Jurisdiction by Orascom must represent at least five per cent (ii5%) result in of all issued and outstanding Shares at such time. If a greater number of Ordinary Shares being offered than the market could reasonably absorbShareholder proposes to initiate such an offering, then the Holders it will promptly, so advise the Company and may require, by give written notice to the Company accompanying specifying the class and aggregate amount of Registrable Securities to be offered, the proposed method of disposition, the proposed exchange(s) on which such adviceRegistrable Securities will be listed (if any) and, thatif applicable, the proposed filings or registrations under any applicable securities laws. Upon receipt of such notice, the Company shall take all necessary action to cause the extent Company to (i) conduct such an offering of such Registrable Securities, (ii) list such Registrable Securities on such exchange(s), and (iii) comply with all applicable securities laws, including, without limitation, providing such access to records, assistance and information as may be required to enable the production of a prospectus or offering circular and all other documentation reasonable required by the underwriters, and causing the Company to give such representations and warranties and to enter into all underwriting or placement agent agreements, covenants and indemnities with the underwriters of such offering as are necessary to meet effect such limitationoffering, newly issued Ordinary Shares list the Registrable Securities on such exchange(s) and comply with all applicable securities laws. Each request by a Shareholder pursuant to this Section 2.1(h) shall be excluded from such deemed to be a request for a Demand Registration. To the fullest extent possible under applicable Law, with respect to any offering initiated pursuant to a request under this Section 2.1(h), (y) Holders of Registrable Securities shall have such rights as against the Company and the underwriter(s) equivalent to, and providing benefits substantially similar to, the rights the Holders would enjoy in respect of a Demand Registration hereunder, and (z) such offering shall be conducted and the Company shall be under the same obligations as though such offering were a Demand Registration (and, in such context, the terms “Registration” and “Register” shall mean the publication of the relevant Registration Statement or filing of such Registration Statement with the relevant regulatory authority, as the case may be, in accordance with the applicable Law of such Alternative Listing Jurisdiction).

Demand Registrations. (aA) Each Holder shall have Upon the right (the "Demand Right") during written demand of the term of this Agreement Purchaser to require the Company to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register specifying the number of Registrable Shares specified in such requestto be registered and the intended method of disposition thereof, the Company shall file with the Commission will promptly prepare and file, and will thereafter use its best efforts to cause to be declare effective promptly declared effective, a registration statement (a "Demand Registration") providing for the registrations of all Registrable Registration Statement covering such Shares as such Holder shall have demanded be registered. promptly thereafter as possible. (B) The Company may satisfy its obligation to file shall enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the holders of a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount majority of the Registrable Shares being sold or the managing underwriter or underwriters retained by holders participating in an underwritten public offering, if any, reasonably request in order to expedite or facilitate the disposition of the Shares. (C) The Company, if requested by the managing underwriter or underwriters, if any, or by any holder of Shares covered by the Registration Statement, shall promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters or such holder, as the case may be, reasonably requests to be included therein, including, without limitation, information with respect to the number of Shares being sold by such holder to any underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of the underwritten offering of the Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment. (bD) Anything As promptly as practicable after filing with the Commission of any document which is incorporated by reference in this Agreement to the contrary notwithstandinga Prospectus contained in a Registration Statement, the Company shall be entitled deliver a copy of such documents to postpone and delay each holder of Shares covered by such Registration Statement. (E) On or prior to the filing of any Demand date on which the Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) Statement is declared effective, the Company is conducting shall use its best efforts to register or about to conduct an underwritten public offering qualify, and cooperate with the holders of Shares included in such Registration Statement, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Shares covered by the Registration Statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in which the Holder is entitled to join pursuant to Section 3.02 hereofwriting, (ii) keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the Company period such Registration Statement is subject required to an existing contractual obligation not to engage in a public offering, be kept effective and (iii) do any and all other acts or things necessary or advisable to enable the financial statements disposition in all such jurisdictions of the Shares covered by the Registration Statement; provided that the Company for will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject. (F) The Company shall cooperate with the fiscal period most recently ended prior holders of Shares covered by the Registration Statement and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Shares to be sold under the Registration Statement, and enable such written request are not yet availableShares to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request. (ivG) the The Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) Shares covered by the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in with or approved by such governmental agencies or authorities within the Demand Registration shall United States as may be reduced necessary to such number whichenable the seller or sellers thereof or the underwriter or underwriters, in if any, to consummate the opinion disposition of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of themsecurities. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Holder shall have At any time after, and no earlier than, the right first to occur of nine months after (i) the "Demand Right"closing date of the Initial Public Offering or (ii) during the term Company receiving an aggregate of this Agreement to require no less than $10,000,000 in cash in a single transaction or a series of related transactions exempt from the registration requirements of the Securities Act at a time when its equity securities are registered under Section 12 of the Exchange Act, holders of Registrable Shares constituting at least a majority of the Registrable Shares then outstanding may, on two occasions, request the Company to file a registration statement register for sale under the Securities Act in respect of all or some any portion of the Registrable Shares held by such Holder (but not less than a number requesting holder or holders for sale in the manner specified in such notice, provided, however, that the expected aggregate proceeds of any offering and registration of Registrable Shares that represents made pursuant to this Section 3 shall be at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection $10,000,000. (b) belowNotwithstanding anything to the contrary contained herein, as the Company shall not be required to effect a registration pursuant to this Section 3 during the periods commencing (i) 60 days prior to the estimated filing date of, and ending on the date which is nine months after the effective date of a registration statement filed by the Company covering an underwritten public offering and (ii) when the Company receives, at a time when its equity securities are registered under Section 12 of the Exchange Act, an aggregate of no less than $10,000,000 in cash in a single transaction or in a series of related transactions exempt from the registration requirements of the Securities Act pursuant to which the Company is contractually required to promptly as practicablefile a registration statement for the resale of the shares sold in such exempt transaction(s) and ending nine months thereafter. (c) Following receipt of any notice under this Section 3, but in no event later than 45 the Company shall promptly notify all holders of Registrable Shares from whom notice has not been received and such holders shall then be entitled within 30 days after receipt of such notice from the Company receives a written to request from such Holder demanding that the Company so to include in the requested registration all or any portion of their Registrable Shares. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, the number of Registrable Shares specified in such request, notice (and in all notices received by the Company from other holders within 30 days after the receipt of such notice by such holders). The Company shall file with be obligated to register Registrable Shares pursuant to this Section 3 on two occasions only and not more than once during any 12-month period; provided, however, that the Commission and thereafter use its best efforts to cause to aforesaid obligations shall be declare effective promptly deemed satisfied only when a registration statement (a "Demand Registration") providing for the registrations of covering all Registrable Shares specified in notices received as such Holder aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have demanded be registeredbecome effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares (other than shares subject to any over allotment option) shall have been sold pursuant thereto. The Company shall not be obligated to register, pursuant to this Section 3, the Registrable Shares of any holder who fails to provide promptly to the Company such information as the Company may satisfy its obligation reasonably request at any time to file enable the Company to comply with any applicable law or regulation or to facilitate preparation of the registration statement. (d) If the holders requesting such registration intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning part of Rule 405 under the Securities Act. All requests their request made pursuant to this Section 3.01 3 and the Company shall include such information in the written notice referred to in paragraph (ab) above. The right of any holder to participate in an underwritten registration pursuant to this Section 3 shall specify be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Shares in the amount underwriting. If such method of disposition is an underwritten public offering, the holders of at least a majority in interest of the Registrable Shares to be registered. The Demand Registration sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be for a firm commitment underwritten public offeringunreasonably withheld or delayed. (be) Anything in A registration statement filed pursuant to this Agreement Section 3 may, subject to the contrary notwithstandingfollowing provisions, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if include (i) shares of Common Stock for sale by the Company is conducting or about to conduct an underwritten public offering of securities in which for the Holder is entitled to join pursuant to Section 3.02 hereofCompany’s own account, (ii) shares of Common Stock held by officers or directors of the Company is subject to an existing contractual obligation not to engage in a public offering, and (iii) shares of Common Stock held by Other Shareholders, in each case for sale in accordance with the financial statements method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company, such officers and directors and Other Shareholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting. If and to the extent that the managing underwriter determines that marketing factors require a limitation on the number of shares to be included in such registration or if the Commission imposes such a limitation, then the shares of Common Stock held by officers or directors (other than Registrable Shares) of the Company or by Other Shareholders (other than Registrable Shares) and shares of Common Stock to be sold by the Company for the fiscal period most recently ended prior Company’s own account shall be excluded from such registration and the underwriting to the extent so required by such written request are not yet availablemanaging underwriter, or (iv) and unless the holders of such shares of Common Stock and the Company have otherwise agreed in writing, such exclusion shall determine that any be applied first to the shares held by the directors and officers (other than Registrable Shares) to the extent required by such filing or limitation, and if a limitation on the offering number of any Registrable Shares would (x) in shares is still required, then to the good faith judgment shares of Common Stock of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or Other Shareholders (other similar transaction involving the Company, (ythan Registrable Shares) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests extent required by such limitation, and if a limitation on the number of shares is still required, then to the shares of Common Stock of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior included for the Company’s own account to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be extent required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in limitation. If the good faith judgment managing underwriter determines that marketing factors require a further limitation of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in under this Section 3 or if the Demand Registration Commission requires such a limitation, then Registrable Shares shall be reduced excluded in such manner that the securities to such number which, in the opinion of such underwriters, can be sold without (i) materially shall be allocated among the selling holders pro rata based on their ownership of Registrable Shares. In any event all securities to be sold other than Registrable Shares will be excluded prior to any exclusion of Registrable Shares. No Registrable Shares or any other security excluded from the registration and adversely affecting the price underwriting by reason of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to underwriter’s marketing limitation shall be included in such registration shall be allocated pro rata among all requesting Holders on the basis and underwriting. If any holder of Registrable Shares, officer, director or Other Shareholder who has requested inclusion in such registration as provided above, disapproves of the relative number terms of the underwriting, such holder of securities originally requested may elect to be registered withdraw therefrom by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by timely written notice to the Company accompanying such advice, that, to and the extent necessary to meet such limitation, newly issued Ordinary Shares managing underwriter. The securities so withdrawn shall also be excluded withdrawn from such Demand Registrationregistration.

Demand Registrations. (a) Each Holder shall have If, after six (6) months following an initial public offering of equity securities of the right (the "Demand Right") during the term of this Agreement to require Company, the Company shall receive a written request (specifying that it is being made pursuant to this Section 2) from (i) Stockholders owning in excess of 50% of the then outstanding shares of $5.83 par Common Stock or (ii) Stockholders owning in excess of 50% of the then outstanding $.01 par Common Stock requesting that the Company file a registration statement under the Securities Act Act, or a similar document pursuant to any other statute then in respect of all or some of effect corresponding to the Registrable Shares held by such Holder (but not less than a number Securities Act, covering the registration of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) belowowned by such Stockholder, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, then the Company shall not later than seventy-five (75) days after receipt by the Company of such a written request, file a registration statement with the Commission and thereafter use its best efforts relating to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all such Registrable Shares as to which such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be request for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, demand registration relates and the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date offering of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered under the Securities Act. No registration initiated hereunder shall count as a registration under this Section 2 unless and until it shall have been declared effective by the Commission. (b) If the total amount of Registrable Shares that all Stockholders request to be included in an offering made pursuant to this Section 2 exceeds the Demand Registration shall be reduced to amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company will include in such registration only the number of securities which, in the good faith opinion of such underwriters, can be sold without (i) materially and adversely affecting sold, selected from the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares requested to be included in such by the Stockholders who requested the registration shall be allocated pursuant to this Section 2 pro rata among all requesting Holders based on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as each of them --- ---- owns. (1c) would materially and adversely affect the price The underwriter of any underwriting requested under this Section 2 shall be selected by a majority in interest of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than Stockholders requesting such registration and the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand RegistrationCompany.

Demand Registrations. (a) Each Holder shall have At any time after the right earlier of (i) the "Demand Right") during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all or some second anniversary of the Registrable Shares held by such Holder date hereof or (but not less than ii) the date that is one hundred and eighty (180) days after the closing of a number firm commitment underwriting of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares any of the Company). Subject 's securities, a Majority Interest of the Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request, provided that in the case of a request pursuant to clause (ii) such registration may not become effective prior to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days date which is six months after the Company receives a written request from such Holder demanding that effective date of the Company so register the number Company's initial registration statement. Upon receipt of Registrable Shares specified in such request, the Company shall file with promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Commission and thereafter use its best efforts to cause Company in writing of their desire to be declare effective promptly a included in such registration. If the request for registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through contemplates an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone state such in the written notice and delay in such event the filing right of any Demand Registration until the earliest practicable time at which Person to participate in such Demand Registration can registration shall be reasonably effected if (i) the Company is conducting or about to conduct an conditioned upon their participation in such underwritten public offering and the inclusion of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any their Registrable Shares would (x) Securities in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated underwritten public offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the extent provided herein. The Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall will use its reasonable best efforts to cause expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall havestate blue sky law; provided, prior to the effective date of such Demand Registrationhowever, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) that the Company shall not be required to file effect registration -------- ------- pursuant to a registration statement request under this Section 2 more than three (3) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within 180 one hundred and eighty (180) days of after the effective date of a prior registration statement filed as by the Company covering a result Qualified Public Offering. The Company may postpone the filing or the effectiveness of a request any registration statement pursuant to this Section 2 for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder reasonable time period, provided that such postponements shall not be entitled to request a Demand Registration until after exceed ninety (90) days in the aggregate during any twelve months from the Effective Date, (iii12) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Companymonth period, except with the consent of the underwriters controlling the applicable lock-up agreement if (ivi) the Company shall not be required to file has been advised by legal counsel that such filing or effectiveness would require disclosure of a registration statement if the filing of such a registration statementmaterial financing, acquisition or the transactions contemplated by such filingother corporate transaction, would in the good faith judgment of and the Board of Directors of the Company be contrary to applicable rules or law; (v) determines in good faith that such disclosure is not in the best interests of the Company shall not be required to file a registration statement if the filing of such registration statement, and its stockholders or the transactions contemplated by such fling, would in the good faith judgment of (ii) the Board of Directors of the Company result determines in good faith that there is a breach valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the Company's licenseinitiating holders; and (vi) provided, -------- however, that if a majority in interest of the participating holders of ------- Registrable Securities shall request, in writing, that the Company shall not be required to file withdraw a registration statement if the filing which has been filed under this Section 2(a) but not yet been declared effective, a majority in interest of such holders may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, or in accordance with the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)procedures set forth herein. (db) Notwithstanding anything contained in this Section 3.01the above, if a requested registration involves an underwritten public offering and the lead managing underwriter of an such offering involving a Demand Registration advises the Holders that have requested such registration determines in good faith that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares securities sought to be offered or (ii) result in a greater number of Ordinary Shares being offered than the should be limited due to market could reasonably absorbconditions, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares securities to be included in such registration underwritten public offering shall be allocated pro rata among all requesting Holders on reduced to a number deemed satisfactory by such managing underwriter, provided that the basis of shares to be -------- excluded shall be determined in the relative number of following sequence: (i) first, securities originally requested held by any other Persons (other than the Investors holding Registrable Securities) not having registration rights or having contractual, incidental "piggy back" right to include such securities in the registration statement, (ii) second, shares sought to be registered by the Company, (iii) third, Registrable Securities of holders who did not make the original request for registration, and (iv) fourth, Registrable Securities of holders who requested such registration pursuant to Section 2(a), it being understood that no shares shall be registered for the account of the Company or any shareholder other than the Investors unless all Registrable Securities for which Investors have requested registration have been registered. If there is a reduction of the number of Registrable Securities pursuant to clauses (i), (iii) or (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each of themtranche and subject to the priorities set forth in the preceding sentence). (ec) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the Investors holding not less than a Majority Interest of the Registrable Securities to be sold in such offering, subject to the Company's consent, which such consent shall not be unreasonably withheld. The Company shall be entitled may not cause any other registration of securities for sale for its own account (other than a registration effected solely to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of implement an offering involving employee benefit plan or a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends transaction to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price which Rule 145 of the Ordinary Shares Securities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of any registration required pursuant to this Section 2 or such lesser period as may be offered or (ii) result in a greater number of Ordinary Shares being offered than consented to by the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationmanaging underwriter.

Demand Registrations. (a) Each Holder shall have Subject to Section 4.8, at any time and from time to time following the right (Conversion Date, the "Demand Right") during the term of this Agreement to require Investor may request the Company to file use commercially reasonable efforts to effect a registration statement under the Securities Act in respect Registration of all or some part of its Registrable Shares (such Registration being hereinafter referred to as a “Demand Registration”) by filing a Prospectus under the Canadian Securities Laws of the Registrable Shares held jurisdictions selected by the Investor. Any such Holder request shall be made by notice in writing (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of “Demand Registration Request”) to the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding4.1(b), the Company shall be entitled to postpone and delay the filing of include for sale in any Prospectus filed pursuant to a Demand Registration until any securities of the earliest practicable time at which such Company to be sold by the Company for its own account. The Company shall as soon as reasonably practical, and in any event within 30 days of receipt of a Demand Registration can Request, file a Prospectus under the Canadian Securities Laws of the jurisdictions selected by the Investor covering all of the Registrable Shares that the Investor requested to be registered and, as applicable, any securities offered by the Company for its own account, and use its commercially reasonable efforts to cause a receipt to be issued for such Prospectus as soon as reasonably effected if practicable. The Company and the Investor shall cooperate in a timely manner in connection with any such distribution and the procedures in Schedule A shall apply. (b) If the lead underwriter or underwriters in any underwritten Demand Registration advise the Company in writing that the inclusion of all the securities requested to be included in a Demand Registration, including securities offered by the Company for its own account, as applicable, may have an adverse effect on the distribution or sales price of the securities being offered unless the number of such securities is reduced (such reduced offering size, the “Maximum Offering Size”), the Company will include in such Registration, in the following priority, in the aggregate up to the Maximum Offering Size: (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereoffirst, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any all Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration by the Investor, and (ii) second, securities offered by the Company for its own account. (c) The Company shall not be reduced obliged to such number which, in the opinion of such underwriters, can be sold without effect: (i) materially and adversely affecting more than two Demand Registrations in any one 12 month period; provided however, that a Registration shall not be deemed “effected” for purposes of this Section 4.1 until such time as a receipt has been issued by, or deemed to be issued by, the price applicable Canadian Securities Commission for a final Prospectus pursuant to which all of the Ordinary Registrable Shares included in the Demand Registration are to be offered distributed; provided however, that if the Investor withdraws, or does not pursue a request for a Demand Registration after (A) filing a preliminary Prospectus pursuant to which the Registrable Shares are to be distributed, or (B) the entering into of an enforceable bought deal letter or an underwriting or agency agreement in connection with the Demand Registration, then such Demand Registration shall be deemed to be effected and provided further that if the Investor withdraws its request for inclusion of its Registrable Shares at any time after having learned of a material adverse change in the condition or business of the Company, or if the Investor withdraws its request during the Suspension Period, the Investor shall not be deemed to have participated in or requested such Demand Registration; (ii) a Demand Registration in respect of (A) a number of Registrable Shares that is expected to result in gross proceeds of less than C$50 million to the Investor or (B) all of the Registrable Shares owned by the Investor at such time; or (iii) a Demand Registration before the 90th day following the date on which a receipt was issued to the Company with respect to any final Prospectus filed by the Company in connection with another Demand Registration. (d) The Company may postpone the filing of a Prospectus to effect a Demand Registration for the later of (i) a period of not more than 90 days or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis duration of the relative number period that the Company is, in good faith, pursuing a Business Opportunity presented to the Company by the Investor in accordance with Section 5.3 that would constitute a “significant acquisition” for the Company pursuant to Part 8 of securities originally requested National Instrument 51-102 – Continuous Disclosure Obligations (each, a “Suspension Period”), upon written notice to the Investor, in the event the Independent Directors reasonably determine in good faith that either: (A) the filing of that Prospectus for the Demand Registration would materially impede the ability of the Company to consummate a bona fide transaction (including a financing, an acquisition, a disposition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto; or (B) there exists at the time material non-public information relating to the Company or its Subsidiaries or Investees, the disclosure of which the Company believes would be registered materially adverse to the Company and its Subsidiaries and Investees, taken as a whole, and which the Company or its Subsidiaries or Investees are not otherwise required by applicable Law or regulations to disclose; (each of them. (eA) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; and (B), a “Valid Business Reason”) provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that (i) the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by shall give written notice to the Company accompanying such advice, that, Investor of the time at which it determines the Valid Business Reason to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.no longer exist; and

Demand Registrations. (ai) Each At any time after the earlier of (x) March 31, 2007 or (y) one (1) year after the consummation by the Company of an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act, any Holder or Holders of Registrable Securities shall have the right (to elect, by giving written notice thereof to the "Demand Right") during the term of this Agreement Company, to require the Company to file use its reasonable best efforts to register all or a registration statement portion of its Registrable Securities under the Securities Act in respect of all or some of Act; provided, however, that (i) if the Company is not eligible to register the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of Securities on Form S-3 under the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such requestSecurities Act, the Company shall file with be obligated to register the Commission Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 25% or more of the then-outstanding Registrable Securities; and thereafter (ii) if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $7,500,000. Promptly following such election, the Company shall (1) give notice to each other Holder of Registrable Securities of such election, which notice shall set forth the identity of the electing Holders, and (2) use its reasonable best efforts to cause to be declare declared or become effective promptly under the Securities Act a registration statement (a "Demand Registration") providing for the registrations registration of, and the sale in accordance with the intended method or methods of all distribution thereof by the electing Holders of, the Registrable Shares as such Holder shall have demanded Securities elected to be registeredincluded therein by the Holder. The Company may satisfy its obligation shall be required to file a Demand Registration through an automatic shelf cause to become effective pursuant to this Section 2(a)(i) no more than two (2) registration statement statements in the aggregate unless the Company is eligible to register the Registrable Securities on form F-3 within the meaning of Rule 405 Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require registrations on Form S-3; provided, however, that the Company shall not be obligated to effect any such registration on Form S-3 if the Company has within the twelve (12) month period preceding the date of such request for registration already effected two (2) registrations on Form S-3 (or applicable successor form) at the request of Holders. (ii) At any time after the earlier of (x) March 31, 2007 or (y) one (1) year after the consummation by the Company of an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act, Affymetrix shall have the right to elect, by giving written notice thereof to the Company, to require the Company to use its reasonable best efforts to register all or a portion of its Registrable Securities under the Securities Act in connection with a distribution by Affymetrix of such Registrable Securities to holders of equity securities of Affymetrix (such distribution, a “Spin-off”). All requests made Promptly following such election, the Company shall use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement providing for the registration of, and the sale in accordance with the intended method or methods of distribution thereof by Affymetrix of, the Registrable Securities elected to be included therein by Affymetrix. The Company shall be required to cause to become effective pursuant to this Section 3.01 2(a)(ii) no more than two (a2) registration statements in the aggregate. The rights of Affymetrix contained in this Section 2(a)(ii) shall specify the amount be in addition to its rights as a Holder contained elsewhere in this Agreement, including its rights as a Holder contained in Section 2(a)(i). Affymetrix’s exercise of its demand registration rights pursuant to this Section 2(a)(ii) shall not be deemed to be an exercise of the demand registration rights to the Holders pursuant to Section 2(a)(i). (iii) Notwithstanding the foregoing, the Company shall not be obligated to register Registrable Shares Securities upon any election pursuant to be registered. The Demand Registration shall be Section 2(a)(i) or Section 2(a)(ii) if fewer than 135 days have elapsed after the effective date of a registration statement registering newly issued or treasury shares of the Company’s Common Stock for purposes of a primary offering (as defined in Section 2(b)(i) hereof) on a firm commitment underwritten public offeringbasis, but only if and to the extent that (x) the underwriting agreement entered into in connection with any such offering expressly prohibited registration of Registrable Securities and (y) no period referred to in this sentence, and no postponement referred to in Section 2(a)(iv) hereof, was in effect during the 12 months immediately preceding the commencement of such 180 day period, unless any Holders having made elections during the previous period or postponement, as the case may be, shall have had the opportunity to register their Registrable Securities pursuant to an effective registration statement prior to the current such period. (biv) Anything in this Agreement In the event that, following any election pursuant to the contrary notwithstanding, the Company shall be entitled Section 2(a)(i) or Section 2(a)(ii) hereof but prior to postpone and delay the filing of any Demand Registration until the earliest practicable time at which a registration statement in respect of such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereofelection, (iiA) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impedein its reasonable judgment and in good faith, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if resolves that the filing of such registration statementstatement and the offering of Registrable Securities pursuant thereto would be seriously detrimental to the Company, or and (B) the transactions contemplated Company furnishes to the Holders having made such election a certificate signed by such fling, would in the good faith judgment of the Board of Directors President of the Company result in giving notice of such determination (which certificate shall include a breach copy of the Company's license; and (vi) such resolution), the Company shall not shall, notwithstanding the provisions of Section 2(a)(i) and Section 2(a)(ii) hereof, be required entitled to file a registration statement if postpone for up to 135 days the filing of such any registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares statement otherwise required to be offered prepared and filed by it pursuant to Section 2(a)(i) or (iiSection 2(a)(ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registrationhereof; provided, however, that no such postponement may be effected if any other postponement of a registration pursuant to this Section 2 was in effect during the lead underwriter twelve (12) months immediately preceding the commencement of such postponement, unless any Holders having made elections during the previous postponement shall have had the opportunity to register their Registrable Securities pursuant to an offering involving a Demand Registration advises the Holders that have requested such effective registration that the number of Ordinary Shares that the Company intends to include in addition statement prior to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationcurrent postponement.

Demand Registrations. (a) Each Holder shall have Subject to the right (the "Demand Right") during the term conditions of this Agreement to require Section 2.1, if the Company to shall receive at any time after the date hereof a written request from Medtronic or other Holder(s) of at least 50 percent of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act in respect covering the registration of Registrable Securities having a proposed aggregate offering price to the public of at least $1,000,000, then the Company shall, within 30 days after the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 2. 1 (b), effect, as soon as practicable, the registration under the Securities Act of all or some of Registrable Securities that the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject Holders request to the provisions of subsection be registered. (b) belowIf the Holder requesting such registration intends to distribute the Registrable Securities covered by its request by means of an underwriting, as promptly as practicable, but in no event later than 45 days after the Holder shall so advise the Company receives as a written part of its request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 2.1 and the Company shall include such information in the written notice referred to in Section 2.1(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (a) shall specify the amount unless otherwise mutually agreed by a majority in interest of the Registrable Shares Holders) to be registeredthe extent provided herein. The Demand Registration 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 such underwriting by the Holder that initially requested the registration (which underwriter or underwriters shall be for a firm commitment underwritten public offeringreasonably acceptable to the Company). (bc) Anything in The Company shall not be obligated to effect more than two registrations pursuant to this Agreement to the contrary notwithstandingSection 2.1. Further, the Company shall not be entitled obligated to postpone and delay the filing of take any Demand Registration action to effect any registration pursuant to this Section 2.1 until the earliest practicable time at which such Demand Registration can be reasonably effected if to occur of, (i) the Company date that is conducting or about to conduct an underwritten public offering of securities in which three years after the Holder is entitled to join pursuant to Section 3.02 date hereof, (ii) the first date as of which any other shareholder of the Company is subject to an existing contractual obligation not to engage in exercises a public offeringdemand registration, or (iii) 180 days after the financial statements effective date of the registration statement pertaining to the first underwritten public 1. The Company shall give written notice to the Holders of any demand made by other holders of securities of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date registration of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registrationsecurities. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Holder shall have At any time and from time to time until the right (the "Demand Right") during the term third anniversary of this Agreement to require the Company to file Agreement, Alliant Energy may make a written request for registration statement under the Securities Act in respect of all or some part of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement Securities (a "Demand Registration") providing for ); provided that such request specifies the registrations number of all shares of Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares proposed to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringsold and the intended method of disposition thereof. (b) Anything in WPC shall not be required to effect more than three Demand Registrations pursuant to this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Section 2.1. (c) A registration will not count as a Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) registration statement has become effective under the Company is conducting Securities Act and shall have remained or about to conduct an underwritten public offering been effective for a period of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) 270 days in the good faith judgment of aggregate or such lesser period as may be necessary to permit the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at all Registrable Securities registered in connection with such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (cd) Notwithstanding anything contained in this Section 3.01: (i) If Alliant Energy so elects, the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required such Registrable Securities pursuant to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion form of an underwritten offering. Alliant Energy shall select one or more nationally recognized firms of investment bankers to act as the book-managing, lead-managing and co-managing Underwriter or Underwriters in connection with such underwriters, can be sold without (i) materially offering and adversely affecting the price of the Ordinary Shares any additional investment bankers and managers to be offered or (ii) resulting used in a greater number of Ordinary Shares being registered than connection with the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of themoffering. (e) The Company If, at the time of any request to register Registrable Securities pursuant to Section 2.1, (i) WPC is (A) pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Board of Directors determines in good faith that WPC's ability to pursue or consummate such transaction would be materially adversely affected by such registration statement requested by Alliant Energy or (B) in possession of material non-public information concerning it or its business and affairs and the Board of Directors determines in good faith that the prompt public disclosure of such information in a registration statement would have a material adverse effect on WPC and (ii) WPC so notifies Alliant Energy within five days after Alliant Energy makes such a request, then WPC may at its option postpone the filing of a registration statement in response to such request for a period not in excess of 45 days from the date of such request; provided that such right to postpone may be exercised by WPC not more than once within any twelve-month period. If WPC shall so postpone the filing of a registration statement, Alliant Energy shall have the right to withdraw the request for registration by giving written notice to WPC within 30 calendar days after receipt of the notice of postponement, and WPC shall not be deemed to have effected a Demand Registration pursuant to this Section 2.1, but WPC shall be entitled deemed to have exercised its postponement right. WPC shall not include newly issued Ordinary Shares in any Demand Registration; provided, however, that if Registration any securities which are not Registrable Securities without the lead underwriter prior written consent of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand RegistrationAlliant Energy.

Demand Registrations. (ai) Each Holder shall have If at any time after the right date that is 180 days prior to the expiration of the Common Stock Transfer Period there is no Resale Registration Statement in effect, upon the written request of one or more Holders (the "a “Demand Right") during the term of this Agreement to require Registration Request”), the Company shall use commercially reasonable efforts to file promptly a registration statement on Form S-1 (or successor form) (a “Demand Registration Statement”) registering for resale such number of shares of Registrable Securities requested to be included in the Demand Registration Statement (a “Demand Registration”) and have the Demand Registration Statement declared effective under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event earlier than thirty (30) days prior to the expiration of the transfer restrictions set forth in Section 7 of the Governance Agreement. Promptly (but in no event later than 45 five (5) Business Days) after receipt by the Company of a Demand Registration Request, the Company shall give written notice of such Demand Registration Request to all other Holders and shall include in such Demand Registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) Business Days after the delivery of such notice to such Holder. After any Demand Registration Statement has become effective, the Company shall use commercially reasonable efforts to keep such Demand Registration Statement continuously effective until all of the Registrable Securities covered by such Demand Registration Statement have been sold in accordance with the plan of distribution set forth therein or are no longer outstanding. Notwithstanding the foregoing, a Demand Registration Request may only be made if the sale of the Registrable Securities requested to be registered by such Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $25 million (without regard to any underwriting discount or commission), and the Company shall not be obligated to file a registration statement relating to any registration request under this Section 2(c), within a period of sixty (60) calendar days after the Company receives effective date of any other registration statement relating to any registration request under this Section 2(c). (ii) The Holders shall be entitled to request a written request from maximum of two (2) Demand Registrations in any three hundred sixty-five (365)-day period. A registration shall not count as a Demand Registration until the related Demand Registration Statement has been declared effective by the SEC; provided, however, that a Demand Registration Request will not count for the purposes of this limitation if the Holder determines in good faith to withdraw (prior to the effective date of the registration statement relating to such Holder demanding that request) the proposed registration. (iii) Notwithstanding the foregoing, if the managing underwriter(s) of an underwritten offering in connection with any Demand Registration Request advises the Company so register and the Holders in writing that, in its good faith opinion, the total number or dollar amount of Registrable Securities requested to be included in such offering exceeds the number of Registrable Shares specified Securities or dollar amount which can be sold in such requestoffering at a price acceptable to the Holders, then the Company shall file with the Commission and thereafter use its best efforts to cause number of Registrable Securities so requested to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as included in such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration offering shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement reduced to the contrary notwithstandingthat number of shares which, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwritersmanaging underwriter, can be sold without in such offering at such price, allocated (i) materially and adversely affecting first, to Registrable Securities requested by the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares Holders to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of Demand Registration, and (ii) second, to any securities originally requested to be registered included therein by each of themany other Persons (including the Company), allocated among such Persons on a pro rata basis or in such other manner as they may agree. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Holder shall have the right (the "Demand Right") during the term of this Agreement At any time and from time to require the Company to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days time after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such requestClosing, the Company shall file with shall, upon the Commission and thereafter written demand of the Investor, use its best efforts to cause to be declare effective promptly a effect the registration statement (a "Demand RegistrationDEMAND REGISTRATION") providing for under the registrations Act (by means of all a "shelf" registration statement pursuant to Rule 415 under the Act, if so requested and if the Company is eligible therefor at such time) of such number of Registrable Shares Securities (as such Holder defined below) then beneficially owned by the Investor as shall have demanded be registered. The indicated in a written demand sent to the Company may satisfy its obligation by the Investor; PROVIDED, HOWEVER, that: (a) the Company shall be obligated under this Agreement to effect no more than (i) two Demand Registrations so long as the Company is not eligible to file Form S-3 under the Act, and (ii) five Demand Registrations if the Company is eligible to file Form S-3; and (b) a Demand Registration through an automatic shelf registration statement on form F-3 within shall not count as such until it has become effective, except that if, after it has become effective, the meaning offering of Rule 405 under the Registrable Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount such registration is interfered with by any stop order, injunction or other order or requirement of the Registrable Shares SEC or any other Government Authority, such registration shall be deemed not to be registeredhave been effected unless such stop order, injunction or other order or requirement shall subsequently have been vacated or otherwise removed. The If a Demand Registration shall is initiated by the Investor, no other securities may be for a firm commitment underwritten public offering. (b) Anything offered in this Agreement to such offering by the contrary notwithstandingCompany without the Investor's consent. Upon receipt of the written demand of the Investor, the Company shall be entitled to postpone and delay expeditiously effect the filing of any Demand Registration until registration under the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements Act of the Company for the fiscal period most recently ended prior to Registrable Securities covered by such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any have such Demand Registration to be declared registration become and remain effective as promptly as practicable unless such Holder provided in Section 8.8. The Investor shall have, prior have the right to select the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute underwriters for a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Holder shall have the right (the "Demand Right") during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company, including, if the Company qualifies, a shelf registration statement relating to the offer and sale of all Registrable Shares by the Holders from time to time in accordance with the methods of distribution elected by such Holders). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Company shall be deemed to have effected a Demand Registration (i) if the demand registration statement is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as shall terminate when all Registrable Shares covered by such demand registration statement have been sold or withdrawn), or (ii) if such registration statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter or underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Shares by an underwriter or dealer (the applicable period, the “Demand Period”) or (iii) if in connection with a shelf registration statement, the shelf registration statement is continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the date as of which all Registrable Shares have been sold pursuant to the shelf registration statement or another registration statement filed under the Securities Act or the date as of which the Holders are permitted to sell their Registrable Shares without registration under the Securities Act pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder. No Demand Registration shall be for deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of a firm commitment underwritten public offeringwrongful act, misrepresentation or breach of such applicable underwriting agreement by the Holder. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled entitled, upon giving prompt written notice of such action to the Holders, to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected for a period not exceeding 45 days if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames Shares that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (ai) Each At any time from and after (i) the date 180 days after the consummation by the Company of an underwritten initial public offering of its Common Stock or (ii) the first anniversary of the Closing Date, whichever occurs earlier, any Holder shall have or Holders who own, in the right (aggregate, at least a majority of the "Demand Right") during Registrable Securities may elect, by giving written notice thereof to the term of this Agreement Company, to require the Company to file use its reasonable best efforts to register all or a registration statement portion of its Registrable Securities under the Securities Act in respect so long as such registration is expected to yield gross proceeds to such Holder(s) of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company)$5,000,000. Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from Promptly following such Holder demanding that the Company so register the number of Registrable Shares specified in such requestelection, the Company shall file with (1) give notice to each other Holder of Registrable Securities, if any, of such election, which notice shall set forth the Commission identity of the electing Holders, and thereafter (2) use its reasonable best efforts to cause to be declare declared or become effective promptly under the Securities Act a registration statement (a "Demand Registration") providing for the registrations registration of, and the sale in accordance with the intended method or methods of all distribution thereof by the electing Holders of, the Registrable Shares as such Holder shall have demanded be registeredSecurities. The Company may satisfy its obligation shall be required to file a Demand Registration through an automatic shelf cause to become effective pursuant to this Section 2(a) no more than one registration statement upon any election pursuant to this Section 2(a)(i) by the Softbank Entities and no more than one registration statement upon any election pursuant to this Section 2(a)(i) by any Holder other than a Softbank Entity unless the Company is eligible to register the Registrable Securities on form F-3 within the meaning of Rule 405 Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require such registrations. All requests made Notwithstanding the foregoing, the Company shall not be obligated to register Registrable Securities on Form S-3 under the Securities Act upon any election pursuant to this Section 3.01 (a2(a)(i) shall specify if the amount of Company has registered Registrable Securities on Form S-3 or any other form under the Registrable Shares Securities Act twice in any twelve month period upon elections pursuant to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringthis Section 2(a)(i). (bii) Anything in this Agreement In the event of any registration of Registrable Securities pursuant to the contrary notwithstandingSection 2(a)(i) hereof, the Company shall not, without the express written consent of the Holders of a majority of such Registrable Securities, cause or permit any other securities of the Company or of any other Person (whether such securities are to be entitled issued by the Company, are held in the Company's treasury or are then outstanding and held by other persons) to postpone and delay be covered by such registration statement or otherwise to be included in such registration (except that such consent shall not be required in the event such registration statement is a "shelf" that only covers a non-underwritten offering pursuant to Rule 415 of the Securities Act); provided, however, that any other Holder of Registrable Securities may elect, by giving written notice to such effect to the Company no later than 15 business days after the Company shall have given the notice referred to in clause (1) of Section 2(a)(i), to have such Holder's Registrable Securities included in such registration, in which case such Holder shall be treated for all purposes hereunder as having made a demand for registration pursuant to this Section 2(a). (iii) In the event that, following any election pursuant to Section 2(a)(i) hereof but prior to the filing of any Demand Registration until the earliest practicable time at which a registration statement in respect of such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereofelection, (iiA) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impedein its reasonable judgment and in good faith, delay or otherwise resolves that the filing of such registration statement and the offering of Registrable Securities pursuant thereto would materially interfere with any pending or contemplated financing, significant acquisition, corporate reorganization or other similar transaction involving the Company, and (yB) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After gives the expiration Holders having made such election written notice of any such postponement or delay and without any further request from determination (which notice shall include a Holdercopy of such resolution), the Company shall effect shall, notwithstanding the provisions of Section 2(a)(i) hereof, be entitled to postpone for up to 90 days the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration registration statement otherwise required to be declared effective as promptly as practicable unless such Holder shall have, prior prepared and filed by it pursuant to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (cSection 2(a)(i) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registrationhereof; provided, however, that no such postponement may be effected if any other postponement of a registration pursuant to this Section 2 was in effect during the lead underwriter 12 months immediately preceding the commencement of such postponement, unless any Holders having made elections during the previous postponement shall have had the opportunity to register their Registrable Securities pursuant to an offering involving a Demand Registration advises the Holders that have requested such effective registration that the number of Ordinary Shares that the Company intends to include in addition statement prior to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationcurrent postponement.

Demand Registrations. (a) Each Holder shall have At any time after the date hereof, the holder of the Warrant representing the right (the "Demand Right") during the term to purchase at least 200,000 shares of this Agreement to require Common Stock of the Company or the holder of at least 200,000 Warrant Shares (equitably adjusted to file a reflect stock splits, stock dividends, combinations or similar events and adjustments pursuant to Section 4 of the Warrant) may request registration statement under the Securities Act in respect of 1933, as amended (the "Securities Act"), of all or some part of their Warrant Shares on Form S-1 or any other form available for the registration of the Registrable Warrant Shares held ("Demand Registrations"), by written notice to the Company of such Holder (but request accompanied by the simultaneous exercise of the Warrant to the extent of not less than a number Twenty Thousand (20,000) shares of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares Common Stock of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable$.01 Par Value, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register less the number of Registrable Shares specified in previously exercised shares which have not been registered. Within 10 days after receipt of any such request, the Company shall file with the Commission and thereafter use its best efforts give written notice of such request to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount other holders of the Registrable Warrant and of the Warrant Shares and shall, subject to be registered. The Demand Registration shall be the provisions of Section 2(c) hereof, include in such registration all Warrant Shares with respect to which the Company has received written requests for a firm commitment underwritten public offeringinclusion therein within 30 days after the receipt of the Company's notice. (b) Anything in this Agreement Subject to the contrary notwithstandingprovisions of Section 2(a), the Company shall be entitled to postpone and delay the filing of any Demand pay all Registration until the earliest practicable time at which Expenses (as defined in Section 6 hereof) in connection with each such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the registration. The Company shall determine that any such filing or the offering of any Registrable Shares would (x) pay all Registration Expenses in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere connection with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from registration initiated as a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall whether or not constitute a Demand Registrationconsummated. (c) Notwithstanding anything contained In the event that the managing underwriters of the requested Demand Registration advise the Company in this Section 3.01: (i) writing that in their judgment in order to effect an orderly public distribution the number of Warrant Shares proposed to be included in any such Demand Registration must be limited, the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed include in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then only the number of Registrable Warrant Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting in an orderly public distribution, such limitation to be imposed pro rata among the price holders of the Ordinary Shares Warrant or of the Warrant Shares, as the case may be, who are participating in such registration on the basis of the amount of such securities initially proposed to be offered registered by such holder. (d) The Company shall not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration or a previous registration under which each holder of Warrant Shares was given piggyback rights (ii) resulting in and was able to include a greater number minimum of Ordinary 66-2/3% of the shares of Warrant Shares being registered than the market could absorb. Such Registrable Shares requested by it to be included in such registration) pursuant to Section 3 hereof. The Company may postpone for up to six months the filing or the effectiveness of a registration statement for a Demand Registration if the Company reasonably believes that such Demand Registration might reasonably be expected to have an adverse effect on any proposal or plan by the Company to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction. If the Company elects to postpone the filing or effectiveness of a Demand Registration, it shall be allocated pro rata among all requesting Holders on the basis promptly notify each holder of the relative number Warrant and of securities originally requested to be registered by each of themWarrant Shares. (e) The Company shall be entitled to include newly issued Ordinary holders of a majority of the Warrant Shares participating in any Demand Registration; providedRegistration shall have the right to select the investment banker(s) and manager(s) to administer the offering, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition subject to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to Company's approval, which shall not be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationunreasonably withheld.

Demand Registrations. (a) Each Holder shall have At any time and from time to time after the right (the "Demand Right") during the term first underwritten public offering of this Agreement to require the Company to file shares of Common Stock by NWA, NWA may make a written request for registration statement under the Securities Act in respect of all or some part of the its Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement Securities (a "Demand Registration") providing for ); provided that such request specifies the registrations number of all shares of Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares proposed to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringsold and the intended method of disposition thereof. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the The Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a effect more than three Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares;Registrations pursuant to this Section 2.1. (iic) a Holder shall A registration will not be entitled to request count as a Demand Registration until after twelve months from the Effective Date, (iii) no request registration statement has become effective under the Securities Act and shall have remained or been effective for a Demand Registration period of 90 days in the aggregate or such lesser period as may be made by a Holder during necessary to permit the pendency sale of any lock-up period imposed all Registrable Securities registered in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)Demand Registration. (d) Notwithstanding anything contained in this Section 3.01If NWA so elects, if the lead underwriter offering of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend Securities pursuant to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number whichin the form of an underwritten offering. NWA, in consultation with the opinion Company, shall select one or more nationally recognized firms of investment bankers to act as the book-managing, lead-managing and co-managing Underwriter or Underwriters in connection with such underwriters, can be sold without (i) materially offering and adversely affecting the price of the Ordinary Shares any additional investment bankers and managers to be offered or (ii) resulting used in a greater number of Ordinary Shares being registered than connection with the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of themoffering. (e) The If at the time of any request to register Registrable Securities pursuant to Section 2.1, the Company shall is engaged, or has plans (which have been or are reasonably expected to be entitled approved by the Board of Directors within 30 days) to engage within 90 days of the time of the request in a registered public offering as to which NWA may include newly issued Ordinary Shares such Registrable Securities pursuant to Section 2.2 hereof, or is engaged in any Demand Registration; providedactivity which, howeverin the good faith determination of the Board of Directors, that if would be adversely affected by the lead underwriter requested registration to the material detriment of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that Company, then the Company intends to include may at its option direct that such request be delayed for a period not in addition to excess of 180 days from the total number effective date of Registrable Shares that such offering, or in the Holders intend to include is case of such as other material activity, the lesser of (1i) would materially and adversely affect 180 days from the price date of the Ordinary Shares to be offered such request for registration or (ii) result in such time when the registration would not adversely affect such activity of the Company, such right to delay a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise request to be exercised by the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationnot more than once within any twelve-month period.

Demand Registrations. (a) Each Holder shall have Subject to Section 3.7, at any time and from time to time following the right (date that is 18 months following the "Demand Right") during Initial Nomination Date, the term Group Representative, on behalf of this Agreement to require the Investors, may request the Company to file use commercially reasonable efforts to effect a registration statement under the Securities Act in respect Registration of all or some part of the Investors’ Registrable Shares held (such Registration being hereinafter referred to as a “Demand Registration”) by such Holder (but not less than filing a number of Registrable Shares that represents at least 2.65% Prospectus under the Canadian Securities Laws of the then outstanding Ordinary Shares jurisdictions selected by the Group Representative, on behalf of the Investors. Any such request shall be made by notice in writing (a “Demand Registration Request”) to the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding3.1(b), the Company shall be entitled to postpone and delay include for sale in any Prospectus filed pursuant to a Demand Registration any securities of the filing Company to be sold by the Company for its own account, or for the account of any other securityholder. The Company shall as soon as reasonably practical, and in any event within 30 days of receipt of a Demand Registration until Request, file a Prospectus under the earliest practicable time at which Canadian Securities Laws of the jurisdictions selected by the Group Representative covering all of the Registrable Shares that the Group Representative, on behalf of the Investors, requested to be registered and, as applicable, any securities offered by the Company for its own account, or for the account of any other securityholder, and use its commercially reasonable efforts to cause a receipt to be issued for such Prospectus as soon as reasonably practicable. The Company, the Group Representative and the Investors shall cooperate in a timely manner in connection with any such distribution and the procedures in Schedule A shall apply. (b) If the lead underwriter or underwriters in any underwritten Demand Registration can advise the Company and/or the Group Representative in writing that the inclusion of all the securities requested to be reasonably effected if included in a Demand Registration, including securities offered by the Company for its own account, or for the account of any other securityholder, as applicable, may have an adverse effect on the distribution or sales price of the securities being offered unless the number of such securities is reduced (such reduced offering size, the “Maximum Offering Size”), the Company will include in such Registration, in the following priority, in the aggregate up to the Maximum Offering Size: (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereoffirst, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any all Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number whichby the Group Representative, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.and

Demand Registrations. (a) Each Holder shall have At any time after December 31, 2000, upon the right (the "Demand Right") during the term written request of this Agreement to require Conning that the Company to file a registration statement effect the Registration under the Securities Act in respect of all or some of the Registrable Shares held by (such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts being hereinafter referred to cause to be declare effective promptly a registration statement (as a "Demand Registration") providing for of Registrable Securities, the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy will use its obligation reasonable efforts to file a Demand cause the prompt Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act, subject to the provisions of this Article II, of all Registrable Securities Conning has requested the Company to register, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act to effect such Registration. All requests made Conning may, at any time prior to the Effective Date of the Registration Statement relating to such Demand Registration, revoke such request by providing a written notice to the Company revoking such request and agreeing to pay for the Registration Expenses incurred by the Company with respect to such Registration Statement; provided, however, that Conning shall not be obligated to pay for the Registration Expenses incurred by the Company with respect to such Registration Statement if Conning elects to use one of the Demand Registrations that it is entitled to request under this Section 2.1. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding2.1(a), if the Company shall be entitled furnish to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in Conning a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment certified resolution of the Board of Directors of the Company be contrary to applicable rules stating that in their good faith judgment it would (because of the existence of, or law; in anticipation of, any acquisition, financing (v) the Company shall not be required to file a registration statement if the filing debt or equity), merger, sale of such registration statementassets, recapitalization or other similar corporate activity, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of unavailability for reasons beyond the Company's license; and control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (via "Disadvantageous Condition") to the Company shall not or its stockholders for such a Registration Statement to be required to file a registration statement if the filing of such registration statementmaintained Effective, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than filed and become Effective, and setting forth the market could reasonably absorbgeneral reasons for such judgment, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any Demand Registrationsuch Registration Statement, until such Disadvantageous Condition no longer exists; provided, however, that the Company may only declare one (1) Disadvantageous Condition per fiscal year of the Company and any such Disadvantageous Condition may only extend for a period of 60 days. Upon receipt of any such notice of a Disadvantageous Condition, Conning will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the lead underwriter Company, Conning will deliver to the Company all copies, other than permanent file copies then in Conning's possession, of an offering involving a Demand the disclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no Registration advises Statement has yet been filed, all drafts of the Holders that have requested disclosure document covering such registration that Registrable Securities. In the number of Ordinary Shares event that the Company intends to include shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in addition to good xxxxx xxxxx appropriate file a new Registration Statement covering the total number of Registrable Shares Securities that were covered by such withdrawn Registration Statement, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the Holders intend to include is period of effectiveness of such as (1) would materially and adversely affect new Registration Statement, when aggregated with the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorbperiod during which such initial Registration Statement was Effective, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationtime as may be otherwise required by Section 2.1(c).

Demand Registrations. (a) Each Holder shall have the right (the "Demand Right") during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days At any time after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a the initial public offering of securities the Company's Common Stock under the Securities Act (the "IPO"), a Majority Interest may request that the Company register under the Securities Act all or any portion of the CompanyRegistrable Securities held by such requesting Investors. Upon receipt of such request, except with the consent Company shall promptly deliver notice of such request to all Investors holding Registrable Securities, if any, who shall then have thirty (30) days to notify the underwriters controlling Company in writing of their desire to be included in such registration. If the applicable lock-up agreement (iv) request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Investor to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to file effect registration pursuant to a request under this Section 2 more than three (3) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement if filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing of such a registration statement, or the transactions contemplated by effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such filing, would postponements shall not exceed ninety (90) days in the good faith judgment aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company be contrary to applicable rules or law; (v) determines in good faith that such disclosure is not in the best interests of the Company shall not be required to file a registration statement if the filing of such registration statement, and its shareholders or the transactions contemplated by such fling, would in the good faith judgment of (ii) the Board of Directors of the Company result determines in good faith that there is a breach valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registrationinitiating Investors; provided, however, that if a majority interest of the lead participating Investors of Registrable Securities shall request, in writing, that the Company withdraw a registration statement that has been filed under this Section 2(a) but not yet been declared effective because of a material adverse change in the condition, business or prospects of the Company and such request is made promptly after the requesting Investors learn of such change, a majority interest of such Investors may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and unless the requesting Investors agree to pay the incremental costs associated with such withdrawal and subsequent reinstatement or filing, it will count as one (1) requested registration. (b) If a requested registration involves an underwritten public offering and the managing underwriter of an such offering involving a Demand Registration advises the Holders that have requested such registration determines in good faith that the number of Ordinary Shares securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, that the Company intends shares to be excluded shall be determined in the following sequence: (i) first, securities held by any other Persons (other than the Investors holding Registrable Securities) not having registration rights or having contractual, incidental "piggy back" rights to include such securities in addition the registration statement, (ii) second, shares sought to be registered by the total Company, (iii) third, Registrable Securities of Investors who did not make the original request for registration, and (iv) fourth, Registrable Securities of Investors who requested such registration pursuant to Section 2(a), it being understood that no shares shall be registered for the account of the Company or any shareholder other than the Investors unless all Registrable Securities for which Investors have requested registration have been registered. If there is a reduction of the number of Registrable Shares Securities pursuant to clauses (i), (iii) or (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each tranche and subject to the priorities set forth in the preceding sentence). (c) With respect to a request for registration pursuant to Section 2(a) that is for an underwritten public offering, the Holders intend to include is such as (1) would materially and adversely affect managing underwriter shall be chosen by the price Investors holding not less than a majority of the Ordinary Shares Registrable Securities to be offered sold in such offering, subject to the Company's consent, which such consent shall not be unreasonably withheld. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred eighty (ii180), days following the effective date of any registration required pursuant to this Section 2 or such lesser period as may be consented to by the managing underwriter. (d) result An Investor requesting registration pursuant to Section 2(a) shall provide all such information and materials and shall take all such actions as may be reasonably required in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise order to permit the Company to comply with all applicable requirements of the Commission and may requireto obtain any desired acceleration of such registration statement. Specifically, by written notice to the Company accompanying may require such adviceInvestor to furnish the Company with such information regarding the Investor and the distribution of its securities as the Company may from time to time reasonably request and as required by the Securities Act, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand RegistrationExchange Act or the Commission.

Demand Registrations. (a) Each Holder shall have At any time and from time to time on or after the right date which is six months following the closing of the first registered public offering of PublicCo (the "“Initial Public Offering”), an Initiating Holder may make a written request to PublicCo (a “Demand Right"Request”) during the term of this Agreement to require the Company to file a for registration statement under the Securities Act in respect of all or some part of the Registrable Shares Securities held by such Initiating Holder and its Affiliates and Permitted Transferees (but not less than a number “Demand Registration”); provided that the Registrable Securities requested to be registered, together with any Registrable Securities requested to be registered pursuant to Section 2.2 of Registrable Shares that represents at least 2.65% this Schedule III, shall, on the date such request for a Demand Registration is delivered, have an aggregate market value of the then outstanding Ordinary Shares $20,000,000 (before calculation of the Companyunderwriting discounts and commissions). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written Such request from such Holder demanding that the Company so register will specify the number of shares of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause Securities proposed to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall sold and will also specify the amount intended method of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringdisposition thereof. (b) Anything in this Agreement to the contrary notwithstandingWithin 10 days after receipt of each Demand Request, the Company PublicCo shall be entitled to postpone and delay the filing give written notice of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected Request to all Securityholders and each of PublicCo and the Partnership (if (iapplicable) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its reasonable best efforts to cause a Registration Statement on Form S-3 under the Securities Act (or any comparable or successor form permitting resale of securities on a continuous or delayed basis pursuant to Rule 415), or, if PublicCo is ineligible to use Form S-3, on another appropriate form, for the resale of such Registrable Securities as may be requested by the Initiating Holder and its Affiliates and any Persons exercising piggy-back rights under Section 2.2 to be filed with the SEC not later than 60 days after receipt of a Demand Request. Each of PublicCo and the Partnership (if applicable) shall use its reasonable best efforts to cause any such Demand Registration Statement to be declared effective by the SEC as promptly as practicable unless after such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registrationfiling. (c) Notwithstanding anything contained in this Section 3.01: (i) If the Company shall not be required to file a registration statement within 180 days of Initiating Holder so elects, the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required such Registrable Securities pursuant to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter form of an offering involving a Demand Registration advises the Holders that have requested such registration that the number Underwritten Offering. PublicCo shall select one or more nationally recognized firms of Ordinary Shares that the Company intends to include in addition investment bankers, reasonably acceptable to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, thatInitiating Holder, to act as the extent necessary to meet managing Underwriter or Underwriters in connection with such limitation, newly issued Ordinary Shares shall be excluded from such Demand RegistrationUnderwritten Offering.

Demand Registrations. (a) Each Holder shall have Subject to the right (the "Demand Right") during the term conditions of this Agreement to require Section 8.1, if the Company to shall receive at any time after the date hereof a written request from Holder(s) of at least forty percent (40%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act in respect covering the registration of Registrable Securities having a proposed aggregate offering price to the public of at least $1,000,000, then the Company shall, within 30 days after the receipt thereof, give written notice of such request to all Holders and, subject to the limitations of Section 8.1(b), effect, as soon as practicable, the registration under the Securities Act of all or some of Registrable Securities that the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject Holders request to the provisions of subsection be registered. (b) belowIf the Holder(s) requesting such registration intends to distribute the Registrable Securities covered by its request by means of an underwriting, as promptly as practicable, but in no event later than 45 days after such Holder(s) shall so advise the Company receives as a written part of the request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 8.1 and the Company shall include such information in the written notice referred to in Section 8.1(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (a) shall specify the amount unless otherwise mutually agreed by a majority in interest of the Registrable Shares Holders) to be registeredthe extent provided herein. The Demand Registration 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 such underwriting by the Holder that initially requested the registration (which underwriter or underwriters shall be for a firm commitment underwritten public offeringreasonably acceptable to the Company). (bc) Anything in The Company shall not be obligated to effect more than two registrations pursuant to this Agreement to the contrary notwithstandingSection 8.1. Further, the Company shall not be entitled obligated to postpone and delay the filing of take any Demand Registration action to effect any registration pursuant to this Section 8.1 until the earliest practicable time at which such Demand Registration can be reasonably effected if to occur of: (i) the Company date that is conducting or about to conduct an underwritten public offering of securities in which three years after the Holder is entitled to join pursuant to Section 3.02 date hereof, (ii) the first date as of which any other shareholder of the Company is subject to an existing contractual obligation not to engage in exercises a public offeringdemand registration, or (iii) 180 days after the financial statements effective date of the registration statement pertaining to the first underwritten public offering of securities of the Company for the fiscal period most recently ended prior to such written request are not yet availableits own account. Further, or (iv) the Company shall determine that any such filing or not be obligated to effect a demand registration pursuant to this Section 8.1 if the offering of any Registrable Shares would (x) Company furnishes to the Holders a certificate signed by the Chief Executive Officer stating that, in the good faith judgment of the Board of Directors of Board, it would be seriously detrimental to the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed Company and its shareholders for such registration to be effected at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, in which event the Company shall effect have the right to defer the filing of the relevant Demand Registration and registration statement for a period of not more than 120 days after receipt of the request of the Holder or Holders under this Section 8. 1. The Company shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior give written notice to the effective date Holders of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be any demand made by a Holder during the pendency of any lock-up period imposed in connection with a public offering other holders of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a for registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)securities. (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each At any time Holder shall have the right (the "Demand Right") during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of covering all or some part of the Registrable Shares held Securities, by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives delivering a written request from such Holder demanding that therefor to the Company so register specifying the number of Registrable Shares specified Securities to be included in such request, registration by Holder and the Company shall file with intended method of distribution thereof. The request pursuant to this Section 2.1(a) is referred to herein as a "Demand Registration Request," and the Commission and thereafter use its best efforts registration requested is referred to cause to be declare effective promptly a registration statement (herein as a "Demand Registration.") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement The Company shall, as expeditiously as possible following a Demand Registration Request, use its commercially reasonable efforts to (A) effect such registration under the contrary notwithstanding, Securities Act of the Registrable Securities which the Company shall be entitled has been so requested to postpone register, for distribution in accordance with such intended method of distribution, and delay (B) if requested by Holder, obtain acceleration of the filing effective date of any Demand Registration until the earliest practicable time at which registration statement relating to such Demand Registration can be reasonably effected if registration. (ic) the Company is conducting or about The registration right granted to conduct an underwritten public offering of securities Holder in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii2.1(a) the Company is subject to an existing contractual obligation not to engage in a public offering, the following limitations: (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (ivi)(x) the Company shall determine that any such filing or the offering of any Registrable Shares would not be required to effect more than one effective registrations under Section 2.1(a) for Holder; and (xii) in the good faith judgment of if the Board of Directors of the Company, impedein its good faith judgment, delay or otherwise determines that any registration should not be made because it would materially interfere with any pending or contemplated material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker Company or financial advisor, adversely affect any pending of its subsidiaries or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would otherwise be materially harmful seriously detrimental to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from subsidiaries (a Holder"Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists. If the Company shall give any notice of postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement no longer exists, use its commercially reasonable efforts to effect the filing registration under the Securities Act of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable securities covered by the postponed registration statement in accordance with this Section 2.1 (unless such Holder shall have, prior to the effective date of have withdrawn such Demand Registration, withdrawn in writing its initial requestrequest and, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) that case, the Company shall not be required considered to file a registration statement within 180 days of the have effected an effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days for the purposes of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related theretothis Section 2.1(a)). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Holder shall have At any time after the right (date hereof, a Majority Interest of the "Demand Right") during the term of this Agreement to require Investors may notify the Company that they intend to file a registration statement under the Securities Act in respect of offer or cause to be offered for public sale all or some any portion of the their Registrable Shares held by such Holder Securities (but representing offering proceeds aggregating not less than a number of Registrable Shares that represents at least 2.65% of $10 million) in the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares manner specified in such request. Upon receipt of such request, the Company shall file with promptly deliver notice of such request to all Persons holding Registrable Securities who shall then have thirty (30) days to notify the Commission and thereafter use its best efforts to cause Company in writing of their desire to be declare effective promptly a included in such registration. If the request for registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through contemplates an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone state such in the written notice and delay in such event the filing right of any Demand Registration until the earliest practicable time at which Person to participate in such Demand Registration can registration shall be reasonably effected if (i) the Company is conducting or about to conduct an conditioned upon their participation in such underwritten public offering and the inclusion of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any their Registrable Shares would (x) Securities in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated underwritten public offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the extent provided herein. The Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall will use its reasonable best efforts to cause expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall havestate blue sky law; provided, prior to the effective date of such Demand Registrationhowever, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) that the Company shall not be required to file effect registration pursuant to a registration statement within 180 days request under this Section 2 more than two (2) times for the holders of the effective date of a prior registration statement filed Registrable Securities as a result of group. Notwithstanding anything to the contrary contained herein, if the Company receives a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; under this Section 2, then (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (ivi) the Company shall not be required may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement if for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing of such a registration statement, or the transactions contemplated by effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such filing, would postponements shall not exceed one hundred twenty (120) days in the good faith judgment aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company be contrary to applicable rules or law; (v) determines in good faith that such disclosure is not in the best interests of the Company shall not be required to file a registration statement if the filing of such registration statement, and its stockholders or the transactions contemplated by such fling, would in the good faith judgment of (ii) the Board of Directors of the Company result determines in good faith that there is a breach valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the Company's licenseinitiating holders; and (vi) provided, however, that, if a Majority Interest of the participating holders of Registrable Securities shall request, in writing, that the Company shall not be required to file withdraw a registration statement if which has been filed under this Section 2(a) but not yet been declared effective, a majority in interest of such holders may thereafter request the filing of Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)procedures set forth herein. (db) Notwithstanding anything contained in this If a requested registration pursuant to Section 3.01, if 2(a) involves an underwritten public offering and the lead managing underwriter of an such offering involving a Demand Registration advises the Holders that have requested such registration determines in good faith that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares securities sought to be offered or (ii) result in a greater number of Ordinary Shares being offered than the should be limited due to market could reasonably absorbconditions, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares securities to be included in such registration underwritten public offering shall be allocated pro rata among all requesting Holders on reduced to a number deemed satisfactory by such managing underwriter, provided that the basis of shares to be excluded shall be determined in the relative number of following sequence: (i) first, securities originally requested held by any other Persons (other than the Investors holding Registrable Securities) not having either registration rights or contractual, incidental "piggy back" rights to include such securities in the registration statement, (ii) second, shares sought to be registered by the Company, and (iii) third, Registrable Securities, it being understood that no shares shall be registered for the account of the Company or any shareholder other than the Investors unless all Registrable Securities for which Investors have requested registration have been registered. If there is a reduction of the number of Registrable Securities pursuant to clauses (i) or (iii), such reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Registrable Securities held by the holders in each of themtranche and subject to the priorities set forth in the preceding sentence). (ec) With respect to a request for registration pursuant to Section 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the Investors holding not less than a Majority Interest of the Registrable Securities to be sold in such offering, subject to the Company's consent, which consent shall not be unreasonably withheld. The Company shall be entitled may not cause any other registration of securities for sale for its own account (other than a registration effected solely to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of implement an offering involving employee benefit plan or a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends transaction to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price which Rule 145 of the Ordinary Shares Securities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of any registration required pursuant to this Section 2 or such lesser period as may be offered or (ii) result in a greater number of Ordinary Shares being offered than consented to by the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registrationmanaging underwriter.

Demand Registrations. (a) Each Holder shall have The Investors may request the right Parent to use commercially reasonable efforts to effect a Registration of all or part of their Registrable Shares (the such Registration being hereinafter referred to as a "Demand RightRegistration") during the term of this Agreement to require the Company to file by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 – Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") to the Parent. The Parent shall as soon as practical, and in any event within 60 days, in the case of a registration statement to be filed on Form S-1, and 30 days, in the case of a registration statement to be filed on Form S-3, of receipt of a Demand Registration Request, file a registration statement covering all of the Registrable Securities that the Investors requested to be registered and use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable. (b) The Parent shall not be obliged to effect: (i) more than an aggregate of two Demand Registrations in any one 12-month period (provided, however, that a registration shall not be deemed "effected" for purposes of this section until such time as the applicable registration statement has been declared effective by the SEC and the applicable final prospectus has been receipted by the relevant Canadian Securities Commission); (ii) a Demand Registration in the event the Parent determines in good faith that either (A) the effect of the filing of a prospectus or registration statement could impede the ability of the Parent to consummate a significant transaction (including, without limitation, a financing, an acquisition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto, or (B) there exists at the time material non- public information relating to the Parent or its subsidiaries the disclosure of which the Parent believes would be materially adverse to the Parent and its subsidiaries, taken as a whole; in which case the Parent's obligations under this Section 5.1 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Registration Request of the Investors, provided that the Parent shall not be permitted to defer the filing of a prospectus under this Section 5.1 more than two times in any 12-month period; (iii) a Demand Registration in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% is expected to result in gross proceeds of less than $20 million; or (iv) a Demand Registration before the then outstanding Ordinary Shares of 90th day following the Company). Subject date on which (A) a receipt was issued to the provisions of subsection Parent with respect to any final prospectus filed by the Parent or (bB) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement filed by the Parent became effective. (c) The Investors may request the Parent to use commercially reasonable efforts to effect a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration shall be or file and obtain a receipt for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstandingshelf prospectus, the Company shall be entitled to postpone and delay the filing which registration statement or prospectus contemplates sales or distributions of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereofRegistrable Shares, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine provided that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for , unless accompanied by a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto)Request. (d) Notwithstanding anything contained in this Section 3.01, if the The lead underwriter of an or underwriters for any offering involving in connection with a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in selected by the opinion of such underwriters, can be sold without (i) materially Investors and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on reasonably acceptable to the basis of the relative number of securities originally requested to be registered by each of themParent. (e) The Company Parent shall be entitled to include newly issued Ordinary Shares for sale in any Demand Registration; provided, however, that if the lead underwriter of an offering involving prospectus or registration statement filed pursuant to a Demand Registration advises any securities of the Holders that have requested such registration Parent to be sold by the Parent for its own account unless the underwriters advise the Parent that the number aggregate amount of Ordinary Shares that securities requested to be included in such offering is sufficiently large to have a material adverse effect on the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the distribution or sales price of the Ordinary Registrable Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than such offering in which case the market could reasonably absorb, then the Holders Parent will promptly, so advise the Company and may require, by written notice to the Company accompanying include in such advice, thatDemand Registration, to the extent necessary of the amount that the underwriter believes may be sold without causing such material adverse effect, first the Registrable Shares requested to meet such limitationbe included by the Investors and second, newly issued Ordinary Shares shall be excluded from such Demand Registrationsecurities offered by the Parent for its own account.

Demand Registrations. (a) Each Holder shall have the right (the "“Demand Right"”) during the term of this Agreement to require the Company to file a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company, including, if the Company qualifies, a shelf registration statement relating to the offer and sale of all Registrable Shares by the Holders from time to time in accordance with the methods of distribution elected by such Holders). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "“Demand Registration"”) providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Company shall be deemed to have effected a Demand Registration (i) if the demand registration statement is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as shall terminate when all Registrable Shares covered by such demand registration statement have been sold or withdrawn), or (ii) if such registration statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter or underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Shares by an underwriter or dealer (the applicable period, the “Demand Period”) or (iii) if in connection with a shelf registration statement, the shelf registration statement is continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the date as of which all Registrable Shares have been sold pursuant to the shelf registration statement or another registration statement filed under the Securities Act or the date as of which the Holders are permitted to sell their Registrable Shares without registration under the Securities Act pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder. No Demand Registration shall be for deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of a firm commitment underwritten public offeringwrongful act, misrepresentation or breach of such applicable underwriting agreement by the Holder. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled entitled, upon giving prompt written notice of such action to the Holders, to postpone and delay the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected for a period not exceeding 45 days if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's ’s investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's ’s license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's ’s financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames Shares that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Holder shall have At any time after twelve (12) months following the right Commencement Date, by written notice to the Company (the a "Demand RightNotice") during the term of this Agreement to require Holder may request the Company to file affect a registration statement under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 Securities under the Securities ActAct for sale. All requests made pursuant to this Section 3.01 (a) shall specify the amount Upon receipt of the Registrable Shares to be registered. The any Demand Registration shall be for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstandingNotice, the Company shall be entitled will within 45 days use reasonable commercial efforts to postpone and delay file with the filing of any Demand Registration until the earliest practicable time at which such Demand Registration can be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in SEC a public offering, (iii) the financial statements registration statement covering all of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Registerable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall haverequests, prior to the effective date of such Demand Registrationprovided, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01however: (i) the Company shall not be required obligated to file a and cause to become effective any registration statement initiated pursuant to this Section 5, within 180 ninety (120) days of the effective date of a prior any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) for the registration of offerings of Company securities was filed as a result of a request for a Demand Registration by a Holder and not withdrawn or within 180 days of the effective date of a prior registration statement registering Ordinary Shareswas declared effective; (ii) the Company may delay the filing or effectiveness of each registration statements initiated pursuant to this Section 5 if at such time (i) the Company is engaged, or has fixed plans to engage within one-hundred and eighty (180) days of the date of such Registration Request, in a Holder shall not firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares or (ii) the Company reasonably determines that such registration and offering would (a) be entitled commercially unreasonable due to request a Demand Registration until after twelve months from the Effective Date,financial position of the Company at the time of receipt of such request, or (b) interfere with any material transaction involving the Company as approved by the Board of Directors; (iii) no request for a Demand Registration may In the event that registration on Form S-3 is not permitted under the Securities Act and the regulations promulgated there under, the securities will be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreementregistered at such time that short form registration is permitted. (ivb) the Company The terms "register," "registered," and "registration" as used in this Agreement shall not be required refer to file a registration effected by preparing and filing a registration statement if in compliance with the filing of such a registration statementSecurities Act and applicable rules and regulations there under, and the declaration or the transactions contemplated by such filing, would in the good faith judgment ordering of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing effectiveness of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each At any time and from time to time during the Effective Period, the Holder shall have the right by delivering a written notice to the Company (the "a “Demand Right"Notice”) during the term of this Agreement to require the Company to, pursuant to file a registration statement the terms of this Agreement, register under and in accordance with the provisions of the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in Securities Beneficially Owned by the Holder and requested by such request, the Company shall file with the Commission and thereafter use its best efforts to cause Demand Notice to be declare effective promptly a registration statement so registered (a "“Demand Registration") providing for the registrations of all Registrable Shares as such Holder ”). A Demand Notice shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act. All requests made pursuant to this Section 3.01 (a) shall also specify the amount expected method or methods of disposition of the applicable Registrable Shares to be registered. The Demand Registration shall be for a firm commitment underwritten public offeringSecurities. (b) Anything in this Agreement Following receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 60 days after receipt by the Company of such Demand Notice (or, if the Company is eligible for Short-Form Registration (as defined below), not later than 30 days after receipt by the Company of such Demand Notice), a Registration Statement (including, without limitation, on Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities Act, if so requested and the Company is then eligible to use such a registration and if there is no then-currently effective shelf registration statement on file with the SEC which would cover all the Registrable Securities requested to be registered) relating to the contrary notwithstandingoffer and sale of the Registrable Securities requested to be included therein by the Holder in accordance with the method or methods of disposition of the applicable Registrable Securities elected by the Holder, and the Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a fully marketed underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holder in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the amount, price, timing or distribution of the Registrable Securities to be so included, then there shall be included in such offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering. (d) The Holder shall be entitled to request no more than four Demand Registrations on the Company, and in no event shall the Company be required to effect more than one Demand Registration in any nine month period. (e) In the event of a Demand Registration, the Company shall be entitled required to postpone and delay maintain the filing continuous effectiveness of any the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (f) Subject to Section 2.5, in addition to the Demand Registration until Registrations provided pursuant to this Section 2.1, at all times from the earliest practicable time at 60 day anniversary of the date on which such Demand Registration can be reasonably effected if (i) the Company is conducting becomes eligible to use a Short-Form Registration (as defined below) (such date the “Eligible Date”) through the end of the Effective Period, the Company will use its commercially reasonable efforts to qualify for registration on Form S-3 or about any comparable or successor form or forms or any similar short-form registration (including pursuant to conduct an underwritten public offering Rule 415 under the Securities Act) (“Short-Form Registration”) and such Short-Form Registration shall be filed by the Company on or before the 60 day anniversary of securities the Eligible Date and constitute a shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 under the Securities Act, to permit the distribution of the Registrable Securities in which accordance with the methods of distribution elected by the Holder. Upon filing a Short-Form Registration, through the end of the Effective Period, the Company will use its commercially reasonable efforts to keep such Short-Form Registration effective with the SEC at all times and to refile such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration as may reasonably be requested by the Holder is entitled to join pursuant to Section 3.02 hereofor as otherwise required. (g) If, (ii) at any time during the Effective Period after the Company is subject to an existing contractual obligation not to engage has effected a Short-Form Registration in a public offering, (iiiaccordance with Section 2.1(f) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After the expiration of any such postponement or delay and without any further request from a Holderhereof, the Company shall effect receive a request form the filing Holder to facilitate a sale, pursuant to an existing shelf registration statement, of all or a portion of the relevant Demand Registration Registrable Securities registered thereon and specifying the intended method of disposition thereof as an underwritten block trade (such request, a “Block Trade Shelf Takedown”), then the Company shall use its best commercially reasonable efforts to cause any such Demand Registration to be declared effective facilitate, as promptly expeditiously as practicable unless such Holder shall have, prior to possible within 3 Business Days after the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) that the Company shall not be required to file receives a registration statement within 180 days Block Trade Shelf Takedown, or such other period as is reasonably determined by the agreement of the effective date of a prior registration statement filed as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of and the Company, except with the consent sale of all Registrable Securities for which the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file Holder has requested a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related theretosale under this Section 2.1(g). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.

Demand Registrations. (a) Each Holder If, following the date hereof, the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 2.1, the Holders’ Representative shall have the right by delivering a written notice to the Company (the "a “Demand Right"Notice”) during the term of this Agreement to require the Company to, pursuant to file the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by any Holders and requested by such Demand Notice to be so registered (a registration statement “Demand Registration”). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice (subject to paragraph (d) of this Section 2.2), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act in respect of all or some of the Registrable Shares held by such Holder (but not less than a number of Registrable Shares that represents at least 2.65% of the then outstanding Ordinary Shares of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days practicable after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declare effective promptly a registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Actfiling thereof. All requests made pursuant to this Section 3.01 (a) shall specify the amount of the Registrable Shares to be registered. The Demand Registration Registrations shall be for a firm commitment underwritten public offeringofferings unless otherwise approved by the Holders’ Representative. (b) Anything If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in this Agreement a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the contrary notwithstandingtotal number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities included, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such underwritten offering was requested by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder until all such Registrable Securities have been allocated for inclusion; and (ii) second, Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities. (c) In the event of a Demand Registration, the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least one year after such Registration Statement was declared effective or such shorter period in which all Registrable Securities included in such Registration Statement actually have been sold. (d) The Company shall be entitled to postpone and delay (but not more than once in any 12-month period) the filing or initial effectiveness of, or suspend the use of (but not more than twice in any 12-month period), a Demand Registration until the earliest practicable Statement, in each case for a reasonable period of time at which such Demand Registration can be reasonably effected not in excess of 90 days, if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which notifies the Holder is entitled to join pursuant to Section 3.02 hereofHolders’ Representative that, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, (iii) the financial statements of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) the Company shall determine that any such filing or the offering of any Registrable Shares would (xA) in the good faith judgment of the Board of Directors of the Company, impedesuch registration, delay offering or otherwise use would reasonably be expected to materially adversely affect or materially interfere with any pending bona fide material financing of the Company or contemplated financing, acquisition, corporate reorganization or other similar any material transaction involving under consideration by the Company, (yB) based upon advice from of counsel, would require the Company's investment banker or financial advisordisclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or and (zC) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders. After has a bona fide business purpose for preserving the expiration of any such postponement or delay and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date confidentiality of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) financing or transaction. It being understood that the Company shall not be required entitled to file a registration statement within 180 days of postpone the effective date of a prior registration statement filed as a result of a request for filing or initial effectiveness of, or suspend the use of, a Demand Registration by a Holder Statement, if the financing or within 180 days other material transaction includes the registration, offer and sale of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made by a Holder during the pendency of any lock-up period imposed in connection with a public offering of equity securities of the Company, except Company unless the holders of Registrable Securities are offered piggyback rights registration rights that are pari passu in priority with the equity securities the Company is registering for its own account and in priority to any equity securities the Company is registering for other Persons. Nothing in this Section 2.2(d) shall permit the disclosure to the Holders’ Representative of any material non-public information regarding the Company without the express written consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related thereto). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of themHolders’ Representative. (e) The Holders’ Representative shall have the right to notify the Company shall be entitled that it has determined that the Registration Statement relating to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that be abandoned or withdrawn, in which event the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is shall promptly abandon or withdraw such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.Registration Statement

Demand Registrations. (a) Each Holder shall have Except as otherwise provided below, at any time and from time to time commencing after the right Closing Date, upon the written request of the holders of at least 51% of the Registrable Securities (the "Demand RightInitiating Holders") during the term of this Agreement to require ), that the Company to file a effect the registration statement under the Securities Act in respect (such a written request being hereinafter referred to as a "Demand Registration") of all or some any of the Registrable Shares held by such Holder (but not less than a number Securities, the Company will promptly give written notice to all other holders of Registrable Shares Securities that represents at least 2.65% a Demand Registration has been received. For a period of 15 days following delivery of such notice, the then outstanding Ordinary Shares other holders of the Company). Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than 45 days after the Company receives a written Registrable Securities may request from such Holder demanding that the Company so also register their Registrable Securities and after the expiration of such 15 day period, the Company shall notify all holders of Registrable Securities of the number of Registrable Shares specified in such requestSecurities to be registered. Thereupon, the Company shall file with the Commission and thereafter will use its best efforts to cause to be declare effective promptly a the prompt registration statement (a "Demand Registration") providing for the registrations of all Registrable Shares as such Holder shall have demanded be registered. The Company may satisfy its obligation to file a Demand Registration through an automatic shelf registration statement on form F-3 within the meaning of Rule 405 under the Securities Act, subject to the provisions of this Section 7, of all Registrable Securities which the holders thereof have requested the Company to register,-and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act to effect such registration; provided, however, that the Company shall not be required to effect a Demand Registration unless the market value of the Registrable Securities to be sold in any such Demand Registration shall be estimated to be at least $7,500,000 at the time of the filing of such Registration Statement. All requests made With respect to any Registration Statement filed, or to be filed, pursuant to this Section 3.01 (a) 7.01(a), if the Company shall specify furnish to the amount holders of Registrable Securities a certified resolution of the Registrable Shares Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be registered. The Demand Registration shall maintained Effective, or to be filed and become Effective, and setting forth the general reasons for a firm commitment underwritten public offering. (b) Anything in this Agreement to the contrary notwithstandingsuch judgment, the Company shall be entitled to postpone cause such Registration Statement to be withdrawn and delay the filing effectiveness of any Demand such Registration until Statement terminated, or, in the earliest practicable time at which such Demand event no Registration can Statement has yet been filed, shall be reasonably effected if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offeringfile any such Registration Statement, until such Disadvantageous Condition no longer exists (iii) the financial statements notice of the Company for the fiscal period most recently ended prior to such written request are not yet available, or (iv) which the Company shall determine that promptly deliver to all holders of Registrable Securities). Upon receipt of any such filing or the offering notice of any a Disadvantageous Condition, such holders of Registrable Shares would (x) in the good faith judgment Securities will forthwith discontinue use of the Board of Directors of the Companydisclosure document contained in such Registration Statement and, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities if so directed by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at each such time, would be materially harmful holder will deliver to the interests Company all copies, other than permanent file copies then in such holder's possession, of the disclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company and its shareholders. After the expiration shall give any notice of any such postponement or delay and without any further request from a HolderDisadvantageous Condition, the Company shall effect at such time as it in good xxxxx xxxxx appropriate file a new Registration Statement covering the filing Registrable Securities that were covered by such withdrawn Registration Statement, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date effectiveness of such Demand Registrationnew Registration Statement, withdrawn in writing its when aggregated with the period during which such initial requestRegistration Statement was Effective, in which case shall be such withdrawn request shall not constitute a Demand Registration. (c) Notwithstanding anything contained in this Section 3.01: (i) the Company shall not be required to file a registration statement within 180 days of the effective date of a prior registration statement filed time as a result of a request for a Demand Registration by a Holder or within 180 days of the effective date of a prior registration statement registering Ordinary Shares; (ii) a Holder shall not be entitled to request a Demand Registration until after twelve months from the Effective Date, (iii) no request for a Demand Registration may be made otherwise required by a Holder during the pendency of any lock-up period imposed in connection with a public offering of securities of the Company, except with the consent of the underwriters controlling the applicable lock-up agreement (iv) the Company shall not be required to file a registration statement if the filing of such a registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company be contrary to applicable rules or law; (v) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such fling, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's license; and (vi) the Company shall not be required to file a registration statement if the filing of such registration statement, or the transactions contemplated by such filing, would in the good faith judgment of the Board of Directors of the Company result in a breach of the Company's financing or other debt documents (including, any ancillary documents related theretoSection 7.01(c). (d) Notwithstanding anything contained in this Section 3.01, if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the total number of Registrable Shames that the Holders intend to include is such as (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered in the Demand Registration shall be reduced to such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. (e) The Company shall be entitled to include newly issued Ordinary Shares in any Demand Registration; provided, however, that if the lead underwriter of an offering involving a Demand Registration advises the Holders that have requested such registration that the number of Ordinary Shares that the Company intends to include in addition to the total number of Registrable Shares that the Holders intend to include is such as (1) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater number of Ordinary Shares being offered than the market could reasonably absorb, then the Holders will promptly, so advise the Company and may require, by written notice to the Company accompanying such advice, that, to the extent necessary to meet such limitation, newly issued Ordinary Shares shall be excluded from such Demand Registration.