Common use of Limitations on Demand Registration Clause in Contracts

Limitations on Demand Registration. (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to Subsection 2.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, 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 request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5.

Limitations on Demand Registration. (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to Subsection 2.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, 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 request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligationsSection 5.3(a), the Company shall not be obligated to effect, or file a registration statement relating to take a registration request pursuant to this Section 5.3 at any action to effect, time during the 180-day period immediately following the effective date of any registration pursuant to Subsections 2.3 statement filed by the Company (other than on Form S-8 or S-4 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities); and 2.4 if the Board determines, in its good faith judgment, that the Company (i) during should not file any registration statement otherwise required to be filed pursuant to Section 5.3 or (ii) should withdraw any such previously filed registration statement because the period that is ninety (90) days before the Company’s Board determines, in its good faith estimate of the date of filing ofjudgment, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts the possession of material nonpublic information required to cause be disclosed in such registration statement or an amendment or supplement thereto, the disclosure of which in such registration statement would be materially disadvantageous to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if a “Disadvantageous Condition”), the Company delivers notice shall be entitled to postpone for the shortest reasonable period of time (but not exceeding 90 days from the date of the determination), the filing of such registration statement or, if such registration statement has already been filed, may suspend or withdraw such registration statement and shall promptly give the Holders written notice of Registrable Securities within thirty (30) days such determination and an approximation of the anticipated delay. Upon the receipt of any such Demand Registration request notice, such Holders shall forthwith discontinue use of its intent the prospectus contained in such registration statement and, if so directed by the Company, shall deliver to the Company all copies of the prospectus then covering such Registrable Securities current at the time of receipt of such notice (or, if no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities). If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Holders to such effect. If any registration statement shall have been withdrawn, the Company shall, at such time as it is possible or, if earlier, at the end of the 90-day period following such withdrawal, file a new registration statement for a IPO within sixty (60) days; or (iv) if covering the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant were covered by such withdrawn registration statement. The Company’s right to delay a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, for registration or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand a registration statement pursuant to Subsection 2.10, this Section 5.3 may not be exercised more than once in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5any one-year period.

Limitations on Demand Registration. (a) Notwithstanding the foregoing obligations, if the The Company furnishes shall not be required to Holders requesting effect a registration pursuant to Subsection 2.3 a certificate signed by the Company’s chief executive officer stating that this Section 4: (i) in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to any particular jurisdiction in which the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effectiveexecute a general consent to service of process in effecting such registration, because unless the Company is already subject to service in such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving jurisdiction and except as may be required under the Company; Securities Act; (ii) require premature disclosure of material information that after the Company has a bona fide business purpose for preserving as confidential; effected two (2) registrations pursuant to this Section 4, and such registrations have been declared or ordered effective; (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, 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 request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety starting with the date sixty (9060) days before prior to the Company’s good faith estimate of the date of the filing of, and ending on a date that is one hundred eighty (180) days after following the effective date of, of a Company-initiated registrationregistration subject to Section 3, provided that the Company is actively employing in good faith commercially all reasonable efforts to cause such registration statement to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or effective as soon as practicable; (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3/F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 Section 5 hereof; or (v) if the Company has effected two (2) registrations pursuant shall furnish to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand requesting a registration statement pursuant to Subsection 2.10this Section 4, 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 seriously and materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which case event the Company shall have the right to defer such withdrawn filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period and provided further, that during such sixty (60) day period the Company shall not file a registration statement shall be counted as “effected” for purposes with respect to the public offering of this Subsection 2.5securities of the Company.

Limitations on Demand Registration. (ai) Notwithstanding The Stockholders will not be entitled to require the foregoing obligationsCompany to effect any Demand Registration pursuant to Section 2(a) hereof more frequently than once during the term hereof, or within six months after the effective date of any Piggyback Registration pursuant to Sections 2 or 3 hereof. Registrations pursuant to this Section 2 shall be on Form S-1 or S-2 or Form SB-1 or SB-2 or, if any Demand Registration would be eligible for registration on Form S-3, the Company may effect such Demand Registration pursuant to Form S-3. (ii) Any registration initiated pursuant to Section 2(a) hereof shall not count as a Demand Registration for purposes of Section 7(a) hereof unless and until such registration shall have become effective and seventy-five percent (75%) of the number of shares that count as part of the Demand Registration shall have been actually sold. (iii) The Company shall not be obligated or required to effect the Demand Registration of any Restricted Securities pursuant to Section 2(a) hereof during the period commencing on the date falling 60 days prior to the Company's estimated date of filing of, and ending on the date 180 days following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the Company furnishes to Holders requesting a registration written request of Stockholders for such Demand Registration pursuant to Subsection 2.3 a certificate signed Section 2(a)(i) hereof shall have been received by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then after the Company shall have given to all Stockholders a written notice stating that the right to defer taking action with respect to such filing, 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 Company is commencing an underwritten registration initiated by the request of the Initiating Holders is givenCompany; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for will use its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing reasonable best efforts in good faith commercially reasonable efforts to cause any such registration statement to be filed and to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may effective as expeditiously as shall be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4reasonably possible. The Company shall not be obligated required to effect, maintain the effectiveness of any Demand Registration beyond the earlier to occur of (i) the consummation of the distribution by Stockholders of the Restricted Securities included therein or to take any action to effect, any registration pursuant to Subsection 2.4 if (ii) 120 days after the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the effective date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5thereof.

Limitations on Demand Registration. (ai) Notwithstanding The Holders of Registrable Securities will not be entitled to require the foregoing obligationsCompany to effect (A) any Demand Registration on Form S-1 (or any other comparable form adopted by the Commission) more frequently than once during any twelve-month period, or (B) any Demand Registration on Form S-1 (or other comparable form adopted by the Commission) unless Form S-3 (or any comparable form adopted by the Commission) is not available for such Demand Registration. (ii) The Holders will not be entitled to require the Company to effect more than two (2) Demand Registrations. (iii) Any registration initiated by Holders of Registrable Securities as a Demand Registration pursuant to Section 2(a) hereof shall not count as a Demand Registration for purposes of Sections 2(b)(i) and (ii) hereof (A) unless and until such Registration shall have become effective and all Registrable Securities requested to be included in such registration shall have been actually sold or (B) if such Holders withdraw their request for a Demand Registration at any time because such Holders (1) reasonably believed that the Registration Statement or Prospectus relating to such Registration Statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, (2) notified the Company of such fact and requested that the Company correct such alleged misstatement or omission and (3) the Company has refused to correct such alleged misstatement or omission. (iv) The Company shall not be obligated or required to effect the Demand Registration of any Registrable Securities pursuant to Section 2(a) hereof during the period commencing on the date falling thirty (30) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, any Registration Statement pertaining to any underwritten Registration initiated by the Company, for the account of the Company, if the Company furnishes to written request of Holders requesting a registration for such Demand Registration pursuant to Subsection 2.3 a certificate signed Section 2(a)(i) hereof shall have been received by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then after the Company shall have given to all Holders of Registrable Securities a written notice stating that the right to defer taking action with respect to such filing, 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 Company is commencing an underwritten Registration initiated by the request of the Initiating Holders is givenCompany; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for will use its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing best efforts in good faith commercially reasonable efforts to cause any such registration statement Registration Statement to be filed and to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted effective as “effected” for purposes of this Subsection 2.5 until such time expeditiously as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5reasonably possible.

Limitations on Demand Registration. (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to Subsection 2.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, 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 request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligationsSection 5.3(a), the Company shall not be obligated to effect, or file a registration statement relating to take a registration request pursuant to this Section 5.3 at any action to effect, time during the 180-day period immediately following the effective date of any registration pursuant to Subsections 2.3 statement filed by the Company (other than on Form S-8 or S-4 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities); and 2.4 if the Board determines, in its good faith judgment, that the Company (i) during should not file any registration statement otherwise required to be filed pursuant to Section 5.3 or (ii) should withdraw any such previously filed registration statement because the period that is ninety (90) days before the Company’s Board determines, in its good faith estimate of the date of filing ofjudgment, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts the possession of material nonpublic information required to cause be disclosed in such registration statement or an amendment or supplement thereto, the disclosure of which in such registration statement would be materially disadvantageous to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if a “Disadvantageous Condition”), the Company delivers notice shall be entitled to postpone for the shortest reasonable period of time (but not exceeding 90 days from the date of the determination), the filing of such registration statement or, if such registration statement has already been filed, may suspend or withdraw such registration statement and shall promptly give the Holders written notice of Registrable Securities within thirty (30) days such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. Upon the receipt of any such Demand Registration request notice, such Holders shall forthwith discontinue use of its intent the prospectus contained in such registration statement and, if so directed by the Company, shall deliver to the Company all copies of the prospectus then covering such Registrable Securities current at the time of receipt of such notice (or, if no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities). If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Holders to such effect. If any registration statement shall have been withdrawn, the Company shall, at such time as it is possible or, if earlier, at the end of the 90-day period following such withdrawal, file a new registration statement for a IPO within sixty (60) days; or (iv) if covering the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant were covered by such withdrawn registration statement. The Company’s right to delay a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, for registration or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand a registration statement pursuant to Subsection 2.10, this Section 5.3 may not be exercised more than once in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5any one-year period.

Limitations on Demand Registration. (i) The Holders of Registrable Securities may require the Company to effect two (2) Demand Registrations; provided that (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to Subsection 2.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, 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 request of the Initiating Holders is given; provided, however, that the Company may not invoke this right be required to effect any Demand Registrations pursuant to Section 12.2(a) hereof more frequently than once in during any twelve (12) month period; and provided further that (b) the Company shall not register Registrable Securities requested to be registered in any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees Demand Registration must equal at least 30% of the Company or a subsidiary pursuant to a share option, share purchase, or similar planRegistrable Securities. (bii) Notwithstanding Any registration initiated by Holders of Registrable Securities as a Demand Registration pursuant to Section 12.2(a) hereof shall not count as a Demand Registration for purposes of Section 12.2(b) (i) hereof unless and until such registration shall have become effective and all Registrable Securities specified in the foregoing obligations, Holders' written request under Section 12(a)(i) of this Agreement shall have been actually sold pursuant to the registration statement filed by the Company with the Commission to effect such Demand Registration. (iii) The Company shall not be obligated or required to effect, or to take effect the Demand Registration of any action to effect, any registration Registrable Securities pursuant to Subsections 2.3 and 2.4 (iSection 12.2(a) hereof during the period that is ninety (90) commencing on the date falling 30 days before prior to the Company’s good faith estimate of the 's estimated date of filing of, and ending on a the date that is one hundred eighty (180) 180 days after following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such Demand Registration pursuant to Section 12.2(a)(i) hereof shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a Company-initiated registration, provided written notice stating that the Company is actively employing commencing an underwritten registration initiated by the Company; provided, however, that the Company will use its best efforts in good faith commercially reasonable efforts to cause any such registration statement to be filed and to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted effective as “effected” for purposes of this Subsection 2.5 until such time expeditiously as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5reasonably possible.

Limitations on Demand Registration. (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to Subsection 2.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, 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 request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligationsSection 6(c)(i), the Company shall not be obligated to effect, or file a registration statement relating to take a registration request pursuant to this Section 6(c) at any action to effect, time during the 180-day period immediately following the effective date of any registration pursuant to Subsections 2.3 and 2.4 statement filed by the Company (other than on Form S-8 or S-4 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities). If the Board determines, in its good faith judgment, that the Company (i) during should not file any registration statement otherwise required to be filed pursuant to Section 6(c) or (ii) should withdraw any such previously filed registration statement because, in either case, the period that is ninety (90) days before the Company’s Board determines, in its good faith estimate of the date of filing ofjudgment, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts the possession of material nonpublic information required to cause be disclosed in such registration statement or an amendment or supplement thereto, the disclosure of which in such registration statement would be materially disadvantageous to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if a “Disadvantageous Condition”), the Company delivers notice shall be entitled to postpone for the shortest reasonable period of time (but not exceeding 90 days from the date of the determination), the filing of such registration statement or, if such registration statement has already been filed, may suspend or withdraw such registration statement and shall promptly give the Holders written notice of Registrable Securities within thirty (30) days such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. Upon the receipt of any such Demand Registration request notice, such Holders shall forthwith discontinue use of its intent the prospectus contained in such registration statement and, if so directed by the Company, shall deliver to the Company all copies of the prospectus then covering such Registrable Securities current at the time of receipt of such notice (or, if no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Securities). If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Holders to such effect. If any registration statement shall have been withdrawn, the Company shall, at such time as it is possible or, if earlier, at the end of the 90-day period following such withdrawal, file a new registration statement for a IPO within sixty (60) days; or (iv) if covering the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant were covered by such withdrawn registration statement. The Company’s right to delay a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, for registration or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand a registration statement pursuant to Subsection 2.10, this Section 6(c) may not be exercised more than once in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5any one-year period.

Limitations on Demand Registration. (ai) Notwithstanding The Holders of Registrable Securities will not be entitled to require the Company to effect any Demand Registrations pursuant to Section 9.2(a) hereof (A) prior to the initial public offering of the Company's Common Stock, or (B) thereafter on more than three (3) occasions on Form S-1 (or any comparable form adopted by the Commission), provided, that the foregoing obligationslimitation shall not restrict the Holders of Registrable Securities from requiring the Company to effect any number of Demand Registrations on Form S-3 (or any comparable form adopted by the Commission), or (C) more frequently than once during any twelve-month period. (ii) Any registration initiated by Holders of Registrable Securities as a Demand Registration pursuant to Section 9.2(a) hereof shall not count as a Demand Registration for purposes of Section 9.2(b)(i) hereof unless and until such registration shall have become effective and 51% or more of the Registrable Securities requested to be included in such registration shall have been actually sold. (iii) The Company shall not be obligated or required to effect the Demand Registration of any Registrable Securities pursuant to Section 9.2(a) hereof during the period commencing on the date falling 60 days prior to the Company's estimated date of filing of, and ending on the date 180 days following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the Company furnishes to written request of Holders requesting a registration for such Demand Registration pursuant to Subsection 2.3 a certificate signed Section 9.2(a)(i) hereof shall have been received by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then after the Company shall have given to all Holders of Registrable Securities a written notice stating that the right to defer taking action with respect to such filing, 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 Company is commencing an underwritten registration initiated by the request of the Initiating Holders is givenCompany; provided, however, that the Company will use its best efforts in good faith to cause any such registration statement to be filed and to become effective as expeditiously as shall be reasonably possible. (iv) Anything contained herein to the contrary notwithstanding, the Company may not invoke delay the filing or effectiveness of any Registration Statement under this right more than once in any twelve (12) month period; and provided further Section 9.2 for a period of up to 90 days after the date of a request for registration pursuant to this Section 9.2 if a Material Transaction exists at the time of such request, provided, however, that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other utilize this right more than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) twice during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve twelve-month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5.

Limitations on Demand Registration. Notwithstanding any provision of Section (a) Notwithstanding If the foregoing obligationsunderwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, if then the Company furnishes Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Corporation owned by each Holder. (b) If the Corporation shall furnish to Holders requesting a registration statement pursuant to Subsection 2.3 Section 2, a certificate signed by Stevxx Xxxxxxx, xx an authorized officer of the Company’s chief executive officer Corporation, or his replacement, stating that in the good faith judgment of the Company’s Board of Directors of the Corporation, it would be materially seriously detrimental to the Company Corporation and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders stockholders for such registration statement to be filed fried at the time requested, and it is therefore necessary to defer the filing of such registration statement, then the Company Corporation shall have the right fight to defer taking action with respect to such filingnotifying all Holders of its receipt of a Registration Request, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondinglyas otherwise required under Section 2(a), for a period of not more than ninety (90) 90 days after receipt of the request of the Initiating Holders is givenin which case the Corporation shall thereafter use its best efforts to file the registration statement within 150 days after its receipt of the Registration Request; provided, however, that the Company Corporation may not invoke utilize this right fight more than once in any twelve (12) -month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (bc) Notwithstanding the foregoing obligations, the Company The Corporation shall not be obligated to effectfile a registration statement to effect any registration, qualification or to take any action to effect, any registration compliance pursuant to Subsections 2.3 and 2.4 (i) Section 2 during the period that is ninety (90) starting with the date 60 days before prior to the Company’s good faith estimate of the Corporation's bona fide estimated date of filing (as certified to the Holders by the Corporation promptly after their Registration Request) of, and ending on a the date that is one hundred eighty (180) 180 days after immediately following the effective date of, any registration statement pertaining to securities of the Corporation, including any securities registered pursuant to Section. 2 (other than a Company-initiated registrationregistration of securities in a Rule 145 transaction or with respect to a stock or option plan or other employee benefit plan), provided that the Company Corporation is actively employing in good faith commercially reasonable efforts its best efforts, during such period, to cause such registration statement to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5.

Limitations on Demand Registration. (ai) Notwithstanding The Holders of Investor Securities will not be entitled to require the foregoing obligationsCompany to effect (A) more than one (1) Demand Registration of the Warrants, (B) more than one (1) Demand Registration on Form S-1 (or any other comparable form adopted by the Commission) (“Form S-1”) during any twelve-month period, and more than two (2) Demand Registrations on Form S-1 at any time, (C) more than three (3) “short form” Demand Registrations on Form S-2 or Form S-3 (or other comparable “short form” adopted by the Commission); or (D) more than (1) Demand Registration during any thirteen-month period. (ii) Any registration initiated by Holders of Investor Securities as a Demand Registration pursuant to Section 4.1(a) hereof shall not count as a Demand Registration for purposes of Section 4.1(b)(i) hereof (A) unless and until such registration shall have become effective and shall have been kept effective for the period required pursuant to Section 4.4(b) or (B) if Holders of a majority of the Investor Securities initially requested to be registered pursuant to such Demand Registration withdraw their request for a Demand Registration at any time because (1) such Holders reasonably believed that the Registration Statement or Prospectus contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, (2) such Holders notified the Company of such fact and requested the Company correct such alleged misstatement or omission and (3) the Company has refused to correct such alleged misstatement or omission. (iii) The Company shall not be obligated or required to effect the Demand Registration of any Investor Securities pursuant to Section 4.1(a) hereof during the period commencing on the date falling thirty (30) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the Company furnishes to written request of Holders requesting a registration of Investor Securities for such Demand Registration pursuant to Subsection 2.3 a certificate signed Section 4.1(a)(i) hereof shall have been received by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then after the Company shall have given to all Holders of Investor Securities a written notice stating that the right to defer taking action with respect to such filing, 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 Company is commencing an underwritten registration initiated by the request of the Initiating Holders is givenCompany; provided, however, that the Company may not invoke this right more than once will use its best efforts in good faith to cause any twelve (12) month period; such Registration Statement to be filed and provided further to become effective as expeditiously as shall be reasonably possible. All Holders agree to maintain the confidentiality of any notice stating that the Company shall not register any securities for its own account or is commencing an underwritten registration except that of any Holders may disclose such information on a confidential basis to their legal counsel and other shareholder during such ninety (90) day period other than pursuant to a registration relating advisors to the sale of securities extent necessary to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar planexercise their rights under this Agreement. (biv) Notwithstanding Anything contained herein to the foregoing obligationscontrary notwithstanding, the Company shall not be obligated may delay the filing or effectiveness of any Registration Statement under this Section 4 for a period of up to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty twenty (180120) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any for registration pursuant to Subsection 2.4 this Section 4 if a Material Transaction exists at the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date time of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5.

Limitations on Demand Registration. (ai) Notwithstanding The Stockholders will not be entitled to require the foregoing obligationsCompany to effect any Demand Registrations pursuant to Section 2(a) hereof more frequently than once during any twelve-month period or within six months after the effective date of any Demand or Piggyback Registration pursuant to Sections 2 or 3 hereof. Registrations pursuant to this Section 2 shall be on Form S-1 or S-2 or, if any Demand Registration would be eligible for registration on Form S-3, the Company may effect such Demand Registration pursuant to Form S-3. (ii) Any registration initiated pursuant to Section 2(a) hereof shall not count as a Demand Registration for purposes of Section 7(a) hereof unless and until such registration shall have become effective and seventy-five percent (75%) of the number of shares initially included in the first filing with the Commission on Form X-0, X-0 or S-3, but not withdrawn under Section 2(a)(iii) above, shall have been actually sold. (iii) The Company shall not be obligated or required to effect the Demand Registration of any Restricted Securities pursuant to Section 2(a) hereof during the period commencing on the date falling 60 days prior to the Company's estimated date of filing of, and ending on the date 180 days following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the Company furnishes to Holders requesting a registration written request of Stockholders for such Demand Registration pursuant to Subsection 2.3 a certificate signed Section 2(a)(i) hereof shall have been received by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then after the Company shall have given to all Stockholders a written notice stating that the right to defer taking action with respect to such filing, 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 Company is commencing an underwritten registration initiated by the request of the Initiating Holders is givenCompany; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for will use its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing reasonable best efforts in good faith commercially reasonable efforts to cause any such registration statement to be filed and to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may effective as expeditiously as shall be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4reasonably possible. The Company shall not be obligated required to effect, maintain the effectiveness of any Demand Registration beyond the earlier to occur of (i) the consummation of the distribution by Stockholders of the Restricted Securities included therein or to take any action to effect, any registration pursuant to Subsection 2.4 if (ii) 120 days after the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the effective date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5thereof.

Limitations on Demand Registration. (ai) Notwithstanding The Holders of Registrable Securities will not be entitled to require the foregoing obligationsCompany to effect (A) more than one (1) Demand Registration on Form S-1 (or other comparable form adopted by the Commission) during any twelve-month period, (B) any Demand Registration on Form S-1 (or other comparable form adopted by the Commission) unless Form S-3 (or any comparable form adopted by the Commission) is not available for such Demand Registration, (C) except in the case of a Demand Registration being made at the request of GMF, any Demand Registration on Form S-1 (or other comparable form adopted by the Commission) if the investment banker(s) or managing underwriter(s) appointed to administer such offering pursuant to Section 2(d) below are unable or unwilling to certify in writing to the Company, within forty-five (45) days of any written request referred to in Section 2(a)(i), that the gross proceeds from the sale of the Registrable Securities proposed to be registered pursuant to such Demand Registration will be reasonably likely to exceed $10,000,000, or (D) any Demand Registration prior to the date that is six months after the closing of the Company's initial public offering of its Common Stock. In addition, no Mezzanine Stockholder (collectively with its Affiliates) will be entitled to require the Company to effect more than one (1) Demand Registration on Form S-1 (or any comparable form adopted by the Commission) or more than three (3) Demand Registrations on Form S-3 (or any comparable form adopted by the Commission). (ii) The Company shall not be obligated or required to effect the Demand Registration of any Registrable Securities pursuant to Section 2(a) hereof during the period commencing on the date falling thirty (30) days prior to the Company's estimated date of filing of, and ending on the date 180 days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the Company furnishes to written request of Holders requesting a registration for such Demand Registration pursuant to Subsection 2.3 a certificate signed Section 2(a)(i) hereof shall have been received by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then after the Company shall have given to all Holders of Registrable Securities a written notice stating that the right to defer taking action with respect to such filing, 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 Company is commencing an underwritten registration initiated by the request of the Initiating Holders is givenCompany; provided, however, that the Company may not invoke this right more than once will use its best efforts in good faith to cause any twelve (12) month period; such Registration Statement to be filed and provided further that the Company to become effective as expeditiously as shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar planbe reasonably possible. (biii) Notwithstanding Anything contained herein to the foregoing obligationscontrary notwithstanding, the Company shall not be obligated may delay the filing or effectiveness of any Registration Statement under this Section 2 for a period of up to effect, or to take any action to effect, any 90 days after the date of a request for registration pursuant to Subsections 2.3 and 2.4 (i) during this Section 2 if a Material Transaction exists at the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date time of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5.

Limitations on Demand Registration. (a) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to Subsection 2.3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, 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 request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligationsforegoing, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent required to file a registration statement for a IPO Demand Registration under any of the following circumstances: (i) within sixty 60 days prior to the estimated date of filing of and 180 days after the effectiveness (60within the meaning of Section 3.1(b)) days; or of a registration statement filed in connection with an underwritten public offering of securities of the Company; (ivii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations Demand Registrations pursuant to Subsection 2.4 within this Section 3.1; (iii) the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SECCompany determines, unless in good faith and after consultation with the Initiating Holders withdraw their request for such registrationHolder, elect that the Registrable Securities proposed to be registered in the Demand Request are not expected to pay have an aggregate offering price of at least the registration expenses thereforRequisite Amount; (iv) the Company promptly delivers written notice ("Prior Registration Notice") to the Initiating Holder making the Demand Request that it has filed and is using reasonable efforts to have declared effective, and forfeit their right or at the time of receipt of the Demand Request is required to one demand file, or has delivered a Piggyback Notice (as defined in Section 3.2) with respect to, a registration statement pursuant to Subsection 2.10(1) demand registration rights granted to any person or entity (other than pursuant to this Section 3.1) or (2) Section 3.2 ("Prior Registration Rights"); PROVIDED, HOWEVER, that the Company may postpone the filing of a registration statement pursuant to a Demand Request for a period of no longer than (1) 180 days after the effective date of the registration statement filed pursuant to the Prior Registration Rights, if such registration statement was filed before the date of delivery of the Prior Registration Notice or within 60 days thereafter and, in which case either case, becomes effective within 120 days after the date of delivery of the Prior Registration Notice; (2) 120 days after the date of delivery of the Prior Registration Notice, if such withdrawn registration statement was filed before the date of delivery of the Prior Registration Notice or within 60 days thereafter but, in either case, does not become effective within such 120-day period; or (3) 60 days after the date of delivery of the Prior Registration Notice, if such registration statement was not filed before the date of delivery of the Prior Registration Notice and is not filed within 60 days thereafter; (v) if there exists at the time, material non-public information relating to the Company, which, in the reasonable opinion of the Board of Directors, should not be disclosed, any other provisions of this Agreement to the contrary notwithstanding, or if it would be severely detrimental to the Company to file a registration statement in the near future in the reasonable opinion of the Board of Directors, the Company's obligation to file a registration statement, or cause such registration statement to become and remain effective (whether under this Section 3.1 or under any other provision of this Agreement), shall be counted as “effected” suspended for purposes of this Subsection 2.5a period not to exceed 90 days (and for a period not exceeding, in the aggregate, 180 days in any 24-month period); (vi) if the Company shall not then qualify for registration on Form S-3 (or any successor "short-form" registration statement); or (vii) if the Company shall be unable, after consultation with the Selling Holders, to select an underwriter or underwriters to underwrite the Demand Registration which is reasonable acceptable to the Company.

Limitations on Demand Registration. (ai) Notwithstanding The Stockholders will not be entitled to require the foregoing obligationsCompany to effect any Demand Registrations pursuant to Section 2(a) hereof more frequently than once during any twelve-month period or within six months after the effective date of any Demand or Piggyback Registration pursuant to Sections 2 or 3 hereof. Registrations pursuant to this Section 2 shall be on Form S-1 or S-2 or, if any Demand Registration would be eligible for registration on Form S-3, the Company may effect such Demand Registration pursuant to Form S-3. (ii) Any registration initiated pursuant to Section 2(a) hereof shall not count as a Demand Registration for purposes of Section 7(a) hereof unless and until such registration shall have become effective and seventy-five percent (75%) of the number of shares initially included in the first filing with the Commission on Form X-0, X-0 or S-3, but not withdrawn under Section 2(a)(iii) above, shall have been actually sold. (iii) The Company shall not be obligated or required to effect the Demand Registration of any Restricted Securities pursuant to Section 2(a) hereof during the period commencing on the date falling 60 days prior to the Company’s estimated date of filing of, and ending on the date 180 days following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the Company furnishes to Holders requesting a registration written request of Stockholders for such Demand Registration pursuant to Subsection 2.3 a certificate signed Section 2(a)(i) hereof shall have been received by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then after the Company shall have given to all Stockholders a written notice stating that the right to defer taking action with respect to such filing, 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 Company is commencing an underwritten registration initiated by the request of the Initiating Holders is givenCompany; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for will use its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing reasonable best efforts in good faith commercially reasonable efforts to cause any such registration statement to be filed and to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may effective as expeditiously as shall be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4reasonably possible. The Company shall not be obligated required to effect, maintain the effectiveness of any Demand Registration beyond the earlier to occur of (i) the consummation of the distribution by Stockholders of the Restricted Securities included therein or to take any action to effect, any registration pursuant to Subsection 2.4 if (ii) 120 days after the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the effective date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5thereof.

Limitations on Demand Registration. (ai) Notwithstanding The Holders of Investor Registrable Securities will not be entitled to require the foregoing obligationsCompany to effect (A) more than three (3) Demand Registrations on Form S-1 (or other comparable form adopted by the Commission), (B) any Demand Registration on Form S-1 (or other comparable form adopted by the Commission) if the Company furnishes aggregate number of Investor Registrable Securities requested to Holders requesting a registration be registered pursuant to Subsection 2.3 a certificate signed such Demand Registration is less than twenty-five percent (25%) of the number of Investor Registrable Securities on the date of this Agreement (as adjusted for stock splits, split-ups, combinations and other recapitalizations), (C) any Demand Registration on any form other than Form S-1 (or other comparable form adopted by the Company’s chief executive officer stating that in Commission) if the good faith judgment aggregate number of Investor Registrable Securities requested to be registered pursuant to such Demand Registration is less than fifteen percent (15%) of the number of Investor Registrable Securities on the date of this Agreement (as adjusted for stock splits, split-ups, combinations and other recapitalizations), or (D) any Demand Registration prior to the earlier of (I) November 9, 1997 or (II) the closing of the Company’s Board 's initial public offering of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; Common Stock. (ii) require premature disclosure Any registration initiated by Holders of material information that the Company has Investor Registrable Securities as a bona fide business purpose Demand Registration pursuant to Section 2(a) hereof shall not count as a Demand Registration for preserving as confidential; or purposes of Section 2(b)(i) hereof unless and until such registration shall have become effective and all Investor Registrable Securities requested to be included in such registration shall have been actually sold. (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing, 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 request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the The Company shall not be obligated or required to effect, or to take effect the Demand Registration of any action to effect, any registration Investor Registrable Securities pursuant to Subsections 2.3 and 2.4 (iSection 2(a) hereof during the period that is ninety commencing on the date falling thirty (9030) days before prior to the Company’s good faith estimate of the 's estimated date of filing of, and ending on a the date that is one hundred eighty (180) 180 days after following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such Demand Registration pursuant to Section 2(a)(i) hereof shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a Company-initiated registration, provided written notice stating that the Company is actively employing commencing an underwritten registration initiated by the Company; PROVIDED, HOWEVER, that the Company will use its best efforts in good faith commercially reasonable efforts to cause any such registration statement Registration Statement to be filed and to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted effective as “effected” for purposes of this Subsection 2.5 until such time expeditiously as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5reasonably possible.

Limitations on Demand Registration. (ai) Notwithstanding The Stockholders will not be entitled to require the foregoing obligationsCompany to effect any Demand Registrations pursuant to Section 2(a) hereof more frequently than once during any twelve-month period or within six months after the effective date of any Demand or Piggyback Registration pursuant to Sections 2 or 3 hereof. Registrations pursuant to this Section 2 shall be on Form S-1 or S-2 or, if any Demand Registration would be eligible for registration on Form S-3, the Company may effect such Demand Registration pursuant to Form S-3. (ii) Any registration initiated pursuant to Section 2(a) hereof shall not count as a Demand Registration for purposes of Section 7(a) hereof unless and until such registration shall have become effective and seventy-five percent (75%) of the number of shares initially included in the first filing with the Commission on Form S-1, X-0 xx S-3, but not withdrawn under Section 2(a)(iii) above, shall have been actually sold. (iii) The Company shall not be obligated or required to effect the Demand Registration of any Restricted Securities pursuant to Section 2(a) hereof during the period commencing on the date falling 60 days prior to the Company's estimated date of filing of, and ending on the date 180 days following the effective date of, any registration statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the Company furnishes to Holders requesting a registration written request of Stockholders for such Demand Registration pursuant to Subsection 2.3 a certificate signed Section 2(a)(i) hereof shall have been received by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then after the Company shall have given to all Stockholders a written notice stating that the right to defer taking action with respect to such filing, 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 Company is commencing an underwritten registration initiated by the request of the Initiating Holders is givenCompany; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for will use its own account or that of any other shareholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a share option, share purchase, or similar plan. (b) Notwithstanding the foregoing obligations, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsections 2.3 and 2.4 (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing reasonable best efforts in good faith commercially reasonable efforts to cause any such registration statement to be filed and to become effective; (ii) during any twelve (12) month period after the Company has effected two (2) Demand Registrations pursuant to Subsection 2.3 during such twelve month period; (iii) if the Company delivers notice to the Holders of Registrable Securities within thirty (30) days of any such Demand Registration request of its intent to file a registration statement for a IPO within sixty (60) days; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Subsection 2.4. The Company effective as expeditiously as shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.4 if the Company has effected two (2) registrations pursuant to Subsection 2.4 within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.5 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.10, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.5.be