Common use of Form S-3 or Form F-3 Registration Clause in Contracts

Form S-3 or Form F-3 Registration. 2.3.1 If the Company receives from any one or more Holder of Registrable Securities Then Outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will (i) promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; (ii) and use commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen (14) calendar days after the Company provides the notice contemplated by this section 2.3.1; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (a) if Form S-3 or Form F-3 is not available for such offering by the Holders; (b) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000; (c) if the Company furnishes the Holders with a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company may defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety (90) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except that the Company shall not (i) exercise this right more than once in any twelve (12) month period; and (ii) register any securities for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (d) if the Company has, during the twelve (12) month period preceding the date of such request, already effected two (2) registrations under the Securities Act pursuant to the provisions of this Section 2.3 and such registrations have been declared or ordered effective; or (e) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject to Section 2.2, so long as the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective.

Form S-3 or Form F-3 Registration. 2.3.1 If In case the Company receives shall receive from any one Holder or more Holder Holders of Registrable Securities Then Outstanding (also, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 or Form F-3 (or any successor to such forms) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersInitiating Holder(s), then the Company will will: (ia) promptly promptly, within ten (10) days of receipt of the written request, give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, compliance to all other Holders of Registrable Securities; and (iib) and use commercially reasonable efforts to effect, as soon as practicable, and in any event within forty-five (45) days after the date of the Holder’s or Holders’ written request, file such registration and all such qualifications and compliances as may be so requested and as would statement to permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of requested to be included by any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen within fifteen (1415) calendar days after receipt of the Company provides the written notice contemplated by this section 2.3.1described in paragraph (a) above; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (ai) if Form S-3 or Form F-3 is are not available for such offering by the Holders;, or (bii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000ten million U.S. dollars (U.S.$10,000,000), or (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering, other than pursuant to a Special Registration Statement within sixty (60) days from the date of the initial request from the initiating Holders; (civ) if the Company furnishes shall furnish to the Holders with requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such timetime because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company may shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety forty-five (9045) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except provided, that such right to delay a request shall be exercised by the Company shall not (i) exercise this right more than once in any twelve (12) month period; , and (ii) provided further that the Company shall not register any securities for the its own account or that of itself or any other shareholder stockholder during any such ninety forty-five (9045) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act);Special Registration Statement; or (dv) if the Company has, during within the twelve (12) month period preceding the date of such request, already effected two (2) registrations under on Form S-3 or Form F-3 for the Securities Act Holders pursuant to this Section 2.3. A registration shall not be counted as “effected” for purposes of this Subsection 2.3(b) until such time as the provisions of applicable registration statement has been declared effective by the SEC. (c) Registrations effected pursuant to this Section 2.3 and such shall not be counted as demands for registration or registrations have been declared or ordered effective; or (e) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject effected pursuant to Section 2.2, so long as the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective2.1.

Form S-3 or Form F-3 Registration. 2.3.1 If In case the Company receives shall receive from any one Holder (at such time as the Company is eligible to file a registration statement on Form S-3 or more Holder of Registrable Securities Then Outstanding Form F-3), a written request or requests that the Company effect a registration on Form S-3 or Form F-3 (a “Shelf Registration Statement”) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will shall: (i) promptly give within ten (10) days (or two (2) Business Days in connection with an underwritten “block trade”) deliver written notice of the proposed registration and the Holder’s or Holders’ request thereforregistration, and any related qualification or compliance, to all other Holders Holders, which notice shall specify the amount of Registrable SecuritiesSecurities to be registered and offer each such Holder the opportunity to include such Holder’s Registrable Securities in the Shelf Registration Statement; and (ii) and use commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen within ten (1410) calendar days (or two (2) Business Days in connection with an underwritten “block trade”) after receipt of such written notice from the Company provides the notice contemplated by this section 2.3.1; except Company, provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.31.4: (a) if Form S-3 or Form F-3 is not available for such offering by the Holders;; or (b) if the Company has an existing Shelf Registration Statement that would permit or facilitate the sale and distribution of such Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell ’ Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000;Securities; or (c) if the Company furnishes the Holders with a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company may defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety (90) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except that the Company shall not (i) exercise this right more than once in any twelve (12) month period; and (ii) register any securities for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (d) if the Company has, during the twelve (12) month period preceding the date of such request, has already effected two (2) registrations under the Securities Act pursuant to the provisions of this Section 2.3 1.4 in any 12 (twelve) month period and such registrations have been declared or ordered become effective; or (ed) during the period starting with the date thirty sixty (3060) calendar days prior to the Company’s good faith estimate of the date of the filing of and of, and, subject to Section 1.7, ending on a date ninety (90) calendar days following the effective date of of, a Company-initiated registration subject offering pursuant to Section 2.21.3 above, so long as provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (e) if the anticipated aggregate proceeds to the Holders in such registration will be less than US$1,000,000; or (f) in the event of a Suspension pursuant to Section 1.6. (iii) If at the time of a request pursuant to this Section 1.4 the Company is a WKSI, such Shelf Registration Statement will cover an unspecified amount of Registrable Securities to be sold by unspecified Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2 or 1.5. (iv) The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Act in order to permit the prospectus forming part of the Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “Shelf Period”); provided, however, that where Registrable Securities are registered on a Shelf Registration Statement filed pursuant to Rule 462(e) under the Securities Act, the Company shall use commercially reasonable efforts to keep such Shelf Registration Statement effective for three (3) years from the date of effectiveness pursuant to Rule 415(a)(5) under the Securities Act.

Form S-3 or Form F-3 Registration. 2.3.1 If (i) Following the IPO, the Company receives shall use its best efforts to qualify for registration on Form S-3 or Form F-3, as applicable, for secondary sales (or any successor form that may be adopted by the Commission). In case the Company shall receive from any one Holder or more Holder Holders of Registrable Securities Then Outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 (or any successor to Form S-3 or Form F-3), as applicable, or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will will: (ia) promptly give written notice of the proposed registration and the Holder’s or Holders’ request thereforregistration, and any related qualification or compliance, to all other Holders of Registrable Securities; and (iib) and use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen (14) calendar within 30 days after receipt of such written notice from the Company provides the notice contemplated by this section 2.3.1Company; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3Clause 12.3: (a1) if Form S-3 or Form F-3 (or any successor or similar form) is not available for such offering by the Holders;, (b2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000500,000, (3) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Clause 12.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, provided, that such right to delay a request shall be exercised by the Company not more than once in any 12 month period; (c4) if the Company furnishes shall furnish to the Holders with a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially seriously detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company may shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety (90) calendar 90 days after receipt of the request of the Holder or Holders under this Section 2.3Clause 12.3; except provided, that such right to delay a request pursuant to this Clause 12.3 and Clause 12.1(iii)(d) shall be exercised by the Company shall not (i) exercise this right more than once in any twelve (12) 12 month period; and (ii) register any securities for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act);, (d5) if in any particular jurisdiction in which the Company has, during the twelve (12) month period preceding the date of such request, already effected two (2) registrations under the Securities Act pursuant would be required to the provisions of this Section 2.3 and such registrations have been declared qualify to do business or ordered effective; or (e) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject to Section 2.2, so long as the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective.execute

Form S-3 or Form F-3 Registration. 2.3.1 If In case the Company receives shall receive at any time from any one or more Holder the Holders of the Registrable Securities Then Outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 pursuant to Rule 415 promulgated under the Securities Act (or any successor rule) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will shall: (ia) promptly give written notice of the proposed registration and the Holder’s or Holders’ request thereforregistration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and (iib) and use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen (14) calendar days after the Company provides the notice contemplated by this section 2.3.1; except provided that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.3: (ai) if the Company is not eligible to file a shelf registration statement on Form S-3 or Form F-3 is not available for such offering by pursuant to Rule 415 of the HoldersSecurities Act (or any successor rule); (bii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, registration that propose to sell register Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,00025,000,000; (ciii) if the Company furnishes the shall furnish to Holders with requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman an executive officer of the Board Company stating that in the good faith judgment of the board Board of directors of the CompanyDirectors, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration statement to be effected at such time, in which event the Company may shall have the right to defer the such filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety one hundred twenty (90120) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except Holders, provided that such right shall be exercised by the Company shall not (i) exercise this right more than once in any twelve (12) month period; 12)-month period and (ii) provided, further that the Company shall not register any securities for the account of itself or any other shareholder during any such ninety one hundred twenty (90120) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit a Company stock plan, a registration relating to a corporate reorganization reorganization, merger or acquisition or transaction under Rule 145 of the Securities Act, or a registration in which the only Common Shares being registered is Common Shares issuable upon conversion of debt securities); (div) if the Company has, during the twelve (12) month period preceding the date of such request, has already effected two (2) three shelf registrations under the Securities Act on Form S-3 or Form F-3 for any Holders pursuant to the provisions of this Section 2.3 and such registrations have been declared or ordered effective2.3; or (ev) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject to Section 2.2, so long as in any particular jurisdiction in which the Company is actively employing would be required to qualify to do business or to execute a general consent to service of process in good faith reasonable efforts to cause effecting such registration statement to become effectiveregistration, qualification or compliance.

Form S-3 or Form F-3 Registration. 2.3.1 If the Company receives from any one or more Holder of Registrable Securities Then Outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will (i) promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and (ii) and use commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen (14) calendar days after the Company provides the notice contemplated by this section 2.3.1; except that the Company will not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (a) if Form S-3 or Form F-3 is not available for such offering by the Holders; (b) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000; (c) if the Company furnishes the Holders with a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company may defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety (90) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except that the Company shall not (i) exercise this right more than once in any twelve (12) month period; and (ii) register any securities for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (d) if the Company has, during the twelve (12) month period preceding the date of such request, already effected two three (23) registrations under the Securities Act pursuant to the provisions of this Section 2.3 and such registrations have been declared or ordered effective; or (e) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject to Section 2.2, so long as the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective.

Form S-3 or Form F-3 Registration. 2.3.1 If In case the Company receives shall receive from any one Holder (at such time as the Company is eligible to file a registration statement on Form S-3 or more Holder of Registrable Securities Then Outstanding Form F-3), a written request or requests that the Company effect a registration on Form S-3 S‑3 or Form F-3 (a “Shelf Registration Statement”) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will shall: (i) promptly give within ten (10) days (or two (2) Business Days in connection with an underwritten “block trade”) deliver written notice of the proposed registration and the Holder’s or Holders’ request thereforregistration, and any related qualification or compliance, to all other Holders Holders, which notice shall specify the amount of Registrable SecuritiesSecurities to be registered and offer each such Holder the opportunity to include such Holder’s Registrable Securities in the Shelf Registration Statement; and (ii) and use commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen within ten (1410) calendar days (or two (2) Business Days in connection with an underwritten “block trade”) after receipt of such written notice from the Company provides the notice contemplated by this section 2.3.1; except Company, provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.31.4: (a) if Form S-3 S‑3 or Form F-3 is not available for such offering by the Holders;; or (b) if the Company has an existing Shelf Registration Statement that would permit or facilitate the sale and distribution of such Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell ’ Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000;Securities; or (c) if the Company furnishes the Holders with a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company may defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety (90) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except that the Company shall not (i) exercise this right more than once in any twelve (12) month period; and (ii) register any securities for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (d) if the Company has, during the twelve (12) month period preceding the date of such request, has already effected two (2) registrations under the Securities Act pursuant to the provisions of this Section 2.3 1.4 in any 12 (twelve) month period and such registrations have been declared or ordered become effective; or (ed) during the period starting with the date thirty sixty (3060) calendar days prior to the Company’s good faith estimate of the date of the filing of and of, and, subject to Section 1.7, ending on a date ninety (90) calendar days following the effective date of of, a Company-initiated registration subject Company‑initiated offering pursuant to Section 2.21.3 above, so long as provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (e) if the anticipated aggregate proceeds to the Holders in such registration will be less than US$1,000,000; or (f) in the event of a Suspension pursuant to Section 1.6. (iii) If at the time of a request pursuant to this Section 1.4 the Company is a WKSI, such Shelf Registration Statement will cover an unspecified amount of Registrable Securities to be sold by unspecified Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2 or 1.5. (iv) The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Act in order to permit the prospectus forming part of the Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “Shelf Period”); provided, however, that where Registrable Securities are registered on a Shelf Registration Statement filed pursuant to Rule 462(e) under the Securities Act, the Company shall use commercially reasonable efforts to keep such Shelf Registration Statement effective for three (3) years from the date of effectiveness pursuant to Rule 415(a)(5) under the Securities Act.

Form S-3 or Form F-3 Registration. 2.3.1 If In case the Company receives shall receive from any one Holder or more Holder Holders of Registrable Securities Then Outstanding (also, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 or Form F-3 (or any successor to such forms) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersInitiating Holder(s), then the Company will will: (ia) promptly promptly, within ten (10) days of receipt of the written request, give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, compliance to all other Holders of Registrable Securities; and (iib) and use commercially reasonable efforts to effect, as soon as practicable, and in any event within forty-five (45) days after the date of the Holder’s or Holders’ written request, effect such registration and all such qualifications and compliances as may be so requested and as would to permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of requested to be included by any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen within fifteen (1415) calendar days after receipt of the Company provides the written notice contemplated by this section 2.3.1described in paragraph (a) above; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.32.3 if: (ai) if Form S-3 or Form F-3 is are not available for such offering by the Holders;, or (bii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000ten million U.S. dollars (U.S.$10,000,000), or (iii) if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (civ) if the Company furnishes shall furnish to the Holders with requesting a registration statement pursuant to this Section 2.3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the board Board of directors Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company may shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety (90) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except provided, that such right to delay a request shall be exercised by the Company shall not (i) exercise this right more than once in any twelve (12) month period; , and (ii) provided further that the Company shall not register any securities for the its own account or that of itself or any other shareholder stockholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit planSpecial Registration Statement, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act);or (dv) if the Company has, during within the twelve (12) month period preceding the date of such request, already effected two (2) registrations under on Form S-3 or Form F-3 for the Securities Act Holders pursuant to this Section 2.3. A registration shall not be counted as “effected” for purposes of this Subsection 2.3(b) until such time as the provisions of applicable registration statement has been declared effective by the SEC. (c) Registrations effected pursuant to this Section 2.3 and such shall not be counted as demands for registration or registrations have been declared or ordered effective; or (e) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject effected pursuant to Section 2.2, so long as the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective2.1.

Form S-3 or Form F-3 Registration. 2.3.1 After its Qualified Public Offering, the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or Form F-3 or any comparable or successor form promptly and to maintain such qualification thereafter. If the Company receives from is qualified to use Form S-3 or Form F-3, any one Holder or more Holder Holders of at least ten percent (10%) of the Registrable Securities Then Outstanding then outstanding shall have a written right to request or requests in writing that the Company effect a registration on either Form S-3 or Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then and upon receipt of each such request, the Company will shall perform the tasks set out in paragraphs (ia) and (b) below: (a) promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and (iib) and use commercially reasonable efforts to effect, as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen within twenty (1420) calendar days Business Days after the date on which the Company provides the notice contemplated by this section 2.3.1Section 3.5(a) hereof; except provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.33.5: (ai) if Form S-3 or Form F-3 is not available becomes unavailable for such offering by the Holders; (bii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000;$50,000,000 to the public; or (c) if the Company furnishes the Holders with a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company and its shareholders for such Form S-3 or Form F-3 registration to be effected at such time, in which event the Company may defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety (90) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except that the Company shall not (i) exercise this right more than once in any twelve (12) month period; and (ii) register any securities for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (diii) if the Company has, during within the twelve six (126) month period preceding the date of such request, already effected two (2) registrations a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of this Section 2.3 Sections 3.3(b) and such registrations have been declared or ordered effective; or (e3.4(a) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject to Section 2.2, so long as the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effectivehereof.

Form S-3 or Form F-3 Registration. 2.3.1 If In case the Company receives shall receive from any one or more Holder the Holders of at least 10% of the Registrable Securities Then Outstanding then outstanding (the “F-3 Holders”), a written request or requests that the Company effect a registration on Form S-3 or Form F-3 F-3, or any similar registration statement under relevant non-U.S. securities laws, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or HoldersF-3 Holder(s), then the Company will shall: (i) promptly within fifteen (15) business days after the date such request is received, give written notice of the proposed registration and the Holder’s or Holders’ request thereforregistration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; and (ii) and use commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen within twenty (1420) calendar days after receipt of such written notice from the Company provides the notice contemplated by this section 2.3.1; except Company, provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this section 1.4, in case of any of sub-sections 1.4(iii)(a) through (e) below. (iii) All written requests from any Holder to effect a registration on Form F-3 or Form S-3 pursuant to this Section 2.3‎1.4‎1.4 shall indicate whether such Holder intends to effect the offering promptly following effectiveness of the registration statement or whether such Holder intends for the registration statement to remain effective so that such Holder may affect the offering on a delayed basis (a “Shelf Request”). In the event a Form F-3 or Form S-3 is filed pursuant to a Shelf Request, upon a written request (a “Form F-3 Demand Notice”) from any Holder entitled to sell securities pursuant to such Form F-3 or Form S-3 without filing a post-effective amendment, that the Company effect an offering with respect to Registrable Securities (a “Takedown”), the Company will, as soon as practicable, (x) deliver a notice relating to the proposed Takedown to all other Holders who are named or are entitled to be named as a selling shareholder in such Form F-3 or Form S-3 without filing a post-effective amendment thereto and (y) promptly (and in any event not later than ten (10) Business Days after receiving such request) supplement the prospectus to an effective shelf registration statement as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such Form F-3 Demand Notice together with the Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten (10) Business Days after receipt of such notice from the Company; except that the Company shall not be obligated to effect any such Takedown, pursuant to this section 1.4: (a) if Form S-3 or Form F-3 is not available for such offering by the Holders; (b) if the HoldersCompany has filed two (2) Form S-3 or Form F-3 registration statements or two (2) Takedowns, together with as applicable, pursuant to this Section 1.3 in any 12 (twelve) month period and such registrations have been declared or ordered effective; (c) if the holders of any other securities Company shall furnish to the F-3 Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company entitled and its shareholders for such Form S-3 or Form F-3 Registration or Takedown, as applicable, to inclusion be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement or the Takedown, as applicable, for a period of not more than ninety (90) days after receipt of the request of the F-3 Holder(s) under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any twelve month period; (d) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a registration under the Act pursuant to Section ‎1.2 or this Section ‎1.4, or a Takedown, as applicable, or in which the F-3 Holders had an opportunity to participate pursuant to the provisions of Section ‎1.3, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (e) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (f) if the Holders participating in such registration propose to sell Registrable Securities and such other securities (if any) or if the Registrable Securities requested to be offered pursuant to such Takedown, as applicable, shall be at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$one million US Dollars ($1,000,000;). (civ) if Subject to the foregoing, the Company furnishes shall file a registration statement or prospectus supplement covering the Holders with a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the board of directors of the Company, it would be materially detrimental to the Company Registrable Securities and its shareholders for such Form S-3 or Form F-3 registration other securities so requested to be effected at such time, in which event the Company may defer the filing of the Form S-3 registered or Form F-3 registration statement for a period of not more than ninety sold (90as applicable) calendar days as soon as practicable after receipt of the request or requests of the Holder Holders. Registrations or Holders under Takedowns effected pursuant to this Section 2.3; except that the Company 1.4 shall not (i) exercise this right more than once in any twelve (12) month period; and (ii) register any securities be counted as requests for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (d) if the Company has, during the twelve (12) month period preceding the date of such request, already effected two (2) registrations under the Securities Act pursuant to the provisions of this Section 2.3 and such registrations have been declared or ordered effective; or (e) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject to Section 2.2, so long as the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective1.2.

Form S-3 or Form F-3 Registration. 2.3.1 If At any time beginning six (6) months following the closing of an IPO, in case the Company receives shall receive from any one or more Holder of Registrable Securities Then Outstanding the Initiating Holders (as such term is defined in Section 1.2 above), a written request or requests that the Company effect a shelf registration on Form S-3 or Form F-3 (a “Shelf Registration”) to cover the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission or filing) on a delayed or continuous basis, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will shall: 1.4.1. within ten (i10) promptly days after receipt of any such request, give a written notice of the proposed registration and the Holder’s or Holders’ request thereforregistration, and any related qualification or compliance, to all other Holders of Registrable SecuritiesHolders; (ii) and and 1.4.2. use all commercially reasonable efforts to effect, as soon as practicablepracticable (but not later than ninety (90) days following a request), such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or all Holders’ Registrable Securities on a delayed or continuous basis pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, subject to the restrictions provided in Section 1.5. The Company shall use commercially reasonable efforts to maintain the Shelf Registration in accordance with the terms hereof and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as are specified may be necessary to keep a Shelf Registration continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in such request, together compliance with all or such portion the provisions of the Act until such time as there are no longer any Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given no later than fourteen (14) calendar days after the Company provides the notice contemplated by this section 2.3.1; except Securities, provided, however, that the Company will shall not be obligated to effect any such registration, qualification or compliance compliance, pursuant to this Section 2.31.4: (a) 1.4.2.1. if Form S-3 or Form F-3 is not available for such offering by the Holders; 1.4.2.2. in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; 1.4.2.3. during the period starting on the date that is sixty (b60) days prior to the Company’s estimated date of filing of, and ending on the date that is one hundred and ninety (190) days following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or 1.4.2.4. if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000;5,000,000. 1.4.3. Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2. 1.4.4. If any Shelf Registration ceases to be effective under the Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 1.4.2.3, use its commercially reasonable efforts to, as promptly as is reasonably practicable, cause such Shelf Registration to again become effective under the Act (cincluding using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, amend such Shelf Registration in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 under the Act) if the Company furnishes is a well-known seasoned issuer (as defined in Rule 405 under the Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with a certificate signed by the Company’s Chief Executive Officer or Chairman provisions of the Board stating that in the good faith judgment of the board of directors of the Company, it would Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be materially detrimental to the Company and its shareholders for such on Form S-3 or Form F-3 registration to be effected at such time, in which event the Company may defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than ninety (90) calendar days after receipt of the request of the Holder or Holders under this Section 2.3; except extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall not (i) exercise this right more than once in any twelve (12) month period; and (ii) register any securities for the account of itself or any other shareholder during any such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in an employee benefit plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act); (d) if the Company has, during the twelve (12) month period preceding the date of such request, already effected two (2) registrations under the Securities Act pursuant to the provisions of this Section 2.3 and such registrations have been declared or ordered effective; or (e) during the period starting with the date thirty (30) calendar days prior to the Company’s good faith estimate of the date of the filing of and ending be on a date ninety (90) calendar days following the effective date of a Company-initiated registration subject to Section 2.2, so long as the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effectiveanother appropriate form.